Harte Hanks,Inc. (NYSE:HHS) Files An 8-K Entry into a Material Definitive Agreement

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Harte Hanks,Inc. (NYSE:HHS) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.

Cooperation Agreement with Sidus Investment Management

On July18, 2017, Harte Hanks,Inc. (“Harte Hanks”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Sidus Investment Management, LLC and certain of its affiliates (collectively, “Sidus Management”) regarding the membership and composition of Harte Hanks’ Board of Directors (the “Board”).

to the Cooperation Agreement, Harte Hanks agreed, among other things, to (i)increase the size of the Board from seven to eight members, effective July18, 2017, with the resulting vacancy allocated to ClassII of the Board, (ii)appoint Alfred V. Tobia Jr. and Melvin L. Keating to the Board as ClassII directors, effective July18, 2017, and (iii)appoint Mr.Keating to Harte Hanks’ audit committee and Mr.Tobia to Harte Hanks’ compensation committee, effective July18, 2017. Messrs.Tobia and Keating will hold office until Harte Hanks’ 2019 annual meeting of stockholders and until a respective successor is elected and qualified.

Sidus Management is the beneficial owner in the aggregate of 1,550,000 shares of Harte Hanks’ common stock. to the Cooperation Agreement, Sidus Management agreed to irrevocably withdraw its notice of nomination submitted to Harte Hanks on June15, 2017 promptly following the signing of the Cooperation Agreement.

The foregoing description of the Cooperation Agreement is subject to and qualified in its entirety by reference to the full text of the Cooperation Agreement, which is filed as Exhibit10.1 hereto.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

to the Cooperation Agreement, Harte Hanks accepted the resignation of Stephen E. Carley from the Board, effective July18, 2017.

Item 7.01Regulation FD Disclosure.

On July19, 2017, Harte Hanks issued a press release announcing its entry into the Cooperation Agreement. A copy of the press release is filed as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits. The following exhibits are being filed herewith:

10.1Cooperation Agreement, dated July18, 2017, by and among Harte Hanks,Inc., Sidus Investment Management, LLC, Sidus Investment Partners, L.P., Sidus Double Alpha Fund, L.P., Sidus Double Alpha Fund,Ltd., Sidus Advisors, LLC, Michael J. Barone and Alfred V. Tobia,Jr.

99.1Press Release of Harte Hanks,Inc. dated July19, 2017.

Important Additional Information and Where to Find It

Harte Hanks, its directors and/or its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from Harte Hanks’ stockholders in connection with Harte Hanks’ 2017 annual meeting of stockholders (the “2017 Annual Meeting”). Harte Hanks plans to file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the 2017 Annual Meeting (the “2017 Proxy Statement”).

STOCKHOLDERS ARE URGED TO READ THE 2017 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT HARTE HANKS WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, will be set forth in the 2017 Proxy Statement and other materials to be filed with the SEC in connection with the 2017 Annual Meeting. Such information can also be found in Harte Hanks’ definitive proxy statement for the 2016 Annual Meeting of Stockholders, filed with the SEC on April11, 2016. To the extent holdings of Harte Hanks’ securities have changed since the amounts shown in the definitive proxy statement for the 2016 Annual Meeting of Stockholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form3 or Statements of Change in Ownership on Form4 filed with the SEC.

Stockholders will be able to obtain, free of charge, copies of the 2017 Proxy Statement (including any amendments or supplements thereto) and any other documents filed by Harte Hanks with the SEC in connection with the 2017 Annual Meeting at the SEC’s website (www.sec.gov), at Harte Hanks’ website (www.hartehanks.com), or by writing to Harte Hanks’ Corporate Secretary at Harte Hanks, 9601 McAllister Freeway, Suite610, San Antonio, Texas 78216, or by calling Harte Hanks’ Corporate Secretary at (210) 829-9000.


HARTE HANKS INC Exhibit
EX-10.1 2 a17-18025_1ex10d1.htm EX-10.1 Exhibit 10.1   COOPERATION AGREEMENT   This COOPERATION AGREEMENT,…
To view the full exhibit click here

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.