Target Hospitality (TH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, with four key proposals up for shareholder vote.

• Supplement corrects previously omitted voting information but does not alter the proposals or recommendations.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors, ratifying EY as auditor, approving executive compensation (advisory), and amending the incentive plan.

• Directors are elected by plurality; abstentions and broker non-votes do not affect director elections.

• Auditor ratification requires a majority; abstentions count as against, brokers may vote at their discretion.

• Advisory vote on executive compensation considers majority approval; abstentions count as against, broker non-votes have no effect.

• Amended incentive plan approval requires majority; abstentions count as against, broker non-votes have no effect.

Board of directors and corporate governance

• Six nominees are presented for election to the board, with the board recommending a vote for each.