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
SPOK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | | | 16-1694797 |
(State
or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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6850
Versar Center, Suite 420, | | |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800) 611-8488 Not
Applicable
Former name or former address, if changed since last report
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: |
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| Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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). |
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| | Emerging
growth company | ¨ |
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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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2020, the Board of Directors (the “Board”) of Spok Holdings, Inc., a Delaware corporation (the “Company”), elected Bobbie Byrne to the Company’s Board. Ms. Byrne was recommended to the Board by an independent third party search firm. In connection with the election of Ms. Byrne, the Board increased its size from eight to nine directors. The Board also appointed Ms. Byrne to the Cybersecurity Committee of the Board.
Ms. Byrne will receive the same fees for her service as the
Company’s other independent directors, which fees were disclosed in the Company’s proxy statement for its 2019 Annual Meeting of Stockholders. Item 7.01. Regulation FD Disclosure.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit
99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits.
(d) Exhibit:
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Exhibit | | | |
No. | | Description | |
99.1 | | | |
SIGNATURES
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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Holdings, Inc. | |
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Dated: | | | | | By: | | | |
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| | | | | | | Title: | | Chief
Financial Officer | |
