Current Report Filing (8-k)
May 24 2023 - 5:02AM
Edgar (US Regulatory)
false
0000045919
0000045919
2023-05-23
2023-05-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________________________
FORM 8-K
___________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
May 24, 2023 (May 23, 2023)
Date of Report (Date of Earliest Event Reported)
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Harte Hanks, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1-7120
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74-1677284
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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1 Executive Drive
Chelmsford, MA 01824
(512) 434-1100
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(Address of principal executive offices and Registrant’s telephone number, including area code)
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___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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HHS
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NASDAQ
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
Harte Hanks, Inc. (the “Company”) held the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2023, at which stockholders voted on the items below as indicated.
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I.
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Election of five (5)* Board nominees, each to serve until our 2024 annual meeting of stockholders or until their successors are duly elected and qualified:
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Nominees
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For
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Withhold
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Broker Non-Votes
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Brian Linscott
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4,378,691
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8,451
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928,516
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Genni Combes
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4,337,778
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49,364
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928,516
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David L. Copeland
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4,285,283
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101,859
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928,516
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John H. Griffin, Jr.
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4,079,184
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307,958
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928,516
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Bradley Radoff
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4,021,559
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365,583
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928,516
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II.
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To approve (on a non-binding advisory basis) the compensation of our named executive officers:
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Number of Shares Voted
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For
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Against
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Abstain
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Broker Non-Votes
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4,189,287
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190,750
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7,105
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928,516
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III.
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To recommend (on a non-binding, advisory basis) the frequency of future advisory votes to approve of the compensation of our named executive officers:
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Number of Shares Voted
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes |
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4,153,600
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77,953
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152,039
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3,550
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928,516 |
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IV.
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To consider and vote upon the ratification of the selection of Baker Tilly US, LLP as Harte Hanks’ independent registered public accounting firm for the fiscal year ended December 31, 2023:
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Number of Shares Voted
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For
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Against
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Abstain
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Broker Non-Votes
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5,312,870
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2,140
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648
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0
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HARTE HANKS, INC.
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Date: May 24, 2023
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By:
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/s/ Laurilee Kearnes
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Name: Laurilee Kearnes
Title: Chief Financial Officer
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