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As Of Filer Filing For·On·As Docs:Size 6/19/20 Spok Holdings, Inc 8-K:1,5,7,9 6/18/20 3:152K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-10.1 Material Contract HTML 38K 3: EX-99.1 Miscellaneous Exhibit HTML 17K
Document |
Delaware | 16-1694797 | |||
(State
or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
6850
Versar Center, Suite 420, | ||
(Address of principal executive offices) | (Zip Code) |
¨ | 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)) |
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. | ¨ |
• | Concurrently with the execution of the Cooperation Agreement, the Board will increase the size of the Board by one and elect Brett Shockley to the Board to fill the resulting vacancy and also appoint Mr. Shockley to the Nominating and Governance Committee of the Board (the “Nominating Committee”). |
• | The Nominating Committee and
the Board agree to nominate Mr. Shockley for election to the Board at the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), and to recommend and support his election in the same manner as the other candidates nominated by the Board, subject to exceptions for fiduciary duties. |
• | White Hat agrees to irrevocably withdraw the nomination letter it previously sent to the Company regarding their nomination of three directors for election to the Board at the 2020 Annual Meeting (the “Nominations”). |
• | The
Company agrees to reimburse White Hat for up to $55,000 of its out-of-pocket expenses incurred in connection with its engagement with the Company, the Nominations and the negotiation of the Cooperation Agreement. |
• | White Hat agrees to vote all of the shares of the Company’s common stock beneficially owned by White Hat on the record date for the 2020 Annual Meeting (i) in favor of all persons nominated by the Board to serve as directors of the
Company and against any stockholder nominated candidate not endorsed by the Board and (ii) in accordance with the Board’s recommendation on other proposals, subject to certain exceptions. |
• | White Hat agrees, through the date that is 30 days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the Company’s 2021 Annual Meeting of Stockholders, not to, directly or indirectly, in any manner, alone or in concert with others, (i) attempt to call a special meeting of stockholders of the
Company or (ii) make a request for any stockholder list or other Company books and records. |
Spok
Holdings, Inc. | ||||||||||
Dated: | By: | |||||||||
Name: | ||||||||||
Title: | Chief
Financial Officer |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 6/19/20 | None on these Dates | ||
For Period end: | 6/18/20 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/17/22 Spok Holdings, Inc. 10-K 12/31/21 83:10M 4/30/21 Spok Holdings, Inc. 10-K/A 12/31/20 15:1.2M 2/18/21 Spok Holdings, Inc. 10-K 12/31/20 84:9M |