Spok Announces Reduction in Size of Board of Directors

Aligns Board Size and Composition with New Strategic Business Plan and Structure

Reaches Support Agreement with Braeside Investments

Spok Holdings, Inc., a global leader in healthcare communications, today announced that it has reduced the size of its Board of Directors (the “Board”) to six members to better align the Board’s size and composition with the Company’s recently announced business strategy.

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“As Spok executes our strategic shift, we believe these changes to the Board will best reflect the appropriate needs of the Company, while allowing us to maintain our commitment to having a diversity of perspectives and backgrounds among our directors. We remain focused on maximizing value for all our shareholders.”

As a result of the reduction in Board size, four incumbent directors will not stand for re-election at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”): Blair Butterfield, Stacia Hylton, Matthew Oristano and Chair Royce Yudkoff. Consistent with applicable law, all current directors will continue to serve their full terms, which expire at the Annual Meeting. Additionally, the Board intends to select Christine M. Cournoyer as its new independent Chair after the Annual Meeting.

The Board’s director nominees standing for election at the Annual Meeting will be Dr. Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley and Todd Stein. If these six nominees are elected to the Board, the new average tenure of the independent directors will be less than three years.

Ms. Cournoyer, Chair of the Nominating and Governance Committee, said, “We would like to sincerely thank Blair, Stacia and Matthew for their important contributions on the Board. I would also like to especially extend our gratitude to Royce for his tireless service as Chair. The perspectives and experience these directors have contributed over the years has been extremely valuable. We wish these departing directors great success in their future endeavors.”

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On February 17, 2022, Spok announced a new strategic business plan to maximize revenue and cash generation from its established lines of business (the Spok Care Connect Suite including Spok Mobile, and Wireless services), while prioritizing returning capital to shareholders. The Company’s previously announced review of strategic alternatives remains ongoing.

Ms. Cournoyer continued, “As Spok executes our strategic shift, we believe these changes to the Board will best reflect the appropriate needs of the Company, while allowing us to maintain our commitment to having a diversity of perspectives and backgrounds among our directors. We remain focused on maximizing value for all our shareholders.”

Additionally, in recognition and support of these changes, the Company has reached an agreement with significant shareholder Braeside Investments, LLC (“Braeside”) under which Braeside will support the election of the Board’s slate of director candidates at the Annual Meeting.

Todd Stein, Co-Investment Manager at Braeside, said, “We are fully supportive of Spok’s strategic shift and look forward to the Company succeeding in this next phase. The changes to the Board being announced today will not only right-size the number of directors to the needs of the Company, but will also ensure that management has the right support to execute Spok’s business plan. I look forward to working with the rest of the Board and with management to deliver for Spok’s shareholders.”

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