Harte Hanks, Inc. (NYSE:HHS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Harte Hanks, Inc. (NYSE:HHS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 28, 2018, the Board of Directors of Harte Hanks, Inc. (the “Company”) announced that Karen Puckett has stepped down as President and Chief Executive Officer, as well as resigned from her membership on the Company’s Board of Directors (the “Board”) and any officer and director positions with the Company’s subsidiaries, effective immediately. The Company and Ms. Puckett have entered into a separation agreement memorializing the terms of her transition and separation of employment (the “Separation Agreement”). The Separation Agreement provides that Ms. Puckett will receive (i) $485,000, payable over 12 months, (ii) reimbursement for the employer portion of continuation coverage premiums under the Consolidated Omnibus Budget Reconciliation Act until the earlier of the 18-month anniversary of her separation date and the date that she becomes eligible for welfare benefit coverage with a new employer or service recipient, and (iii) up to $10,000 in attorneys’ fees incurred in connection with the Separation Agreement. The Separation Agreement also contains a limited mutual release and ratifies the mutual-non-disparagement obligations, confidentiality and non-solicitation covenants in Ms. Puckett’s employment agreement with the Company, dated September 13, 2015 (the “Employment Agreement”). In connection with the Separation Agreement, the term of the non-competition provision in the Employment Agreement was reduced to 6 months.

In order to ensure continuity and strategic direction going forward, the Company has created a temporary office of the CEO (the “Office of the CEO”) to serve as a leadership group and share the duties of the CEO until a new leader is appointed. Those appointed to the Office of the CEO include Company executives Jon Biro, Chief Financial Officer and Executive Vice President, who will also serve as the Company's principal executive officer during this transition period, and Andrew Harrison, Executive Vice President of Contact Centers & CHRO, as well as Board members Jack Griffin and Martin Reidy. In connection with their service in the Office of the CEO, Messrs. Griffin and Reidy will receive a $25,000 monthly retainer and grants of $100,000 in restricted stock units, half of which are time-based and the remainder of which are performance-based.

The Company said it is conducting a search to identify a world-class CEO to guide it through the next phase of growth.

The information specified in Item 5.02(c)(2) with respect to Mr. Biro, Mr. Harrison, Mr. Griffin and Mr. Reidy is included in the Company’s proxy statement, filed on July 13, 2018, and is incorporated by reference herein.

On August 28, 2018, the Company issued a press release in connection with the announcement of Ms. Puckett’s separation. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


HARTE HANKS INC Exhibit
EX-99.1 2 hhpressrelease.htm EXHIBIT 99.1 Exhibit Harte Hanks Unveils CEO Transition Plan Amid Ongoing Strategic ShiftKaren Puckett to Step Down as President and CEO effective immediatelyTemporary Office of the CEO Created to Leverage Expertise of Executive Leadership and Recently Appointed DirectorsBoard Launches Search to Identify World-Class CEO August 28,…
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About Harte Hanks, Inc. (NYSE:HHS)

Harte Hanks, Inc. (Harte Hanks) is a multi-channel marketing company. The Company’s Customer Interaction business offers a range of marketing services, in media from direct mail to e-mail, including agency and digital services; database marketing solutions and business-to-business lead generation; direct mail, and contact centers. Its agency services are customer engagement agencies specializing in direct and digital communications for both consumer and business-to-business markets. The Company’s digital solutions integrate online services within the marketing mix and include search engine management, display, digital analytics, Website development and design, digital strategy, social media, e-mail, e-commerce and interactive relationship management and a range of other services that support its core businesses.

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