SPOK HOLDINGS, INC. (NASDAQ:SPOK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SPOK HOLDINGS, INC. (NASDAQ:SPOK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

On March 27, 2017, Spok Holdings, Inc. (the Company) announced
that Michael Wallace has been appointed Chief Financial Officer
of the Company, effective immediately. Shawn Endsley, the
Companys current Chief Financial Officer, will continue to serve
as the Companys Chief Accounting Officer, effective immediately.
Michael Wallace, age 48, joins the Company from Intermedix
Corporation, a global leader in healthcare revenue cycle/practice
management and data analytics solutions, where he was Executive
Vice President and Chief Financial Officer since August 2013.
Prior to joining Intermedix, Mr. Wallace was the Executive Vice
President and Chief Financial Officer of The Elephant Group
(d.b.a. Saveology.com), a leading Internet-based,
direct-to-consumer marketing platform. Prior to that, he served
as Senior Vice President and Chief Financial Officer of Radiology
Corporation of America, a national provider of mobile and
fixed-site positron emission tomography (PET) imaging services.
Mr. Wallace has also served as an Assistant Chief Accountant in
the Securities and Exchange Commissions (SEC) Division of
Enforcement and was a member of the Commissions Financial Fraud
Task Force in Washington, D.C.
Prior to his service at the SEC, Mr. Wallace served as Chief
Financial Officer at Inktel Direct, Corp., a direct marketing
service firm, CELLIT Technologies, Inc., a software company
serving the contact center marketplace, and Kellstrom Industries,
Inc., a publicly held global aerospace company. Before joining
Kellstrom, Mr. Wallace worked at KPMG Peat Marwick, LLP in Miami
for more than seven years. He received his bachelors degree in
business administration from the University of Notre Dame and is
a licensed Certified Public Accountant.
The Companys press release describing these events is attached as
Exhibit 99.1 hereto and is incorporated by reference herein.
In connection with the hiring of Mr. Wallace as Chief Financial
Officer, the Company provided an offer letter to Mr. Wallace,
which he accepted, that outlined his responsibilities and
compensation. The offer letter provides for a base salary of
$350,000 and a one-time sign-on bonus of $125,000, which is
subject to partial recoupment if Mr. Wallace resigns or is
terminated for cause within the first year of his employment. The
offer letter also provides that Mr. Wallace will be eligible to
participate in the Companys 2017 Short Term Incentive Plan with a
target bonus award level of 75% of his base salary. Mr. Wallace
will also participate in the Companys 2015 Long Term Incentive
Plan with an annual award level targeted at 50% of his base
salary, subject to board approval. For 2017, Mr. Wallaces annual
long-term incentive award will be pro-rated for his partial year
of service in 2017. Mr. Wallace will also receive supplemental
restricted stock unit awards for 2017 and 2018 each having a
value of $220,000, subject to board approval, which supplemental
awards will vest one year after the date of grant.
If Mr. Wallace is involuntarily terminated by the company without
cause, he will be entitled severance payments equal to 26 weeks
of compensation plus an additional two weeks for each year of
service up to a maximum benefit of 52 weeks of compensation. If
such termination occurs following a change in control, severance
benefits will equal one times Mr. Wallaces annual salary plus
target bonus amount and Mr. Wallace will also receive
continuation of life, accident and health insurance benefits for
up to 18 months and one additional year of service credit toward
vesting, eligibility and benefit accrual under the companys
401(k) plan and long-term incentive plan. The receipt of
severance benefits is subject to Mr. Wallaces compliance with
confidentiality, non-compete and non-solicitation covenants.
The foregoing summary of the offer letter does not purport to be
a complete description and is qualified in its entirety by
reference to the full text of the offer letter, which is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No.
Description
10.1
Offer Letter to Michael Wallace
99.1
Press release, dated march 27, 2017


SPOK HOLDINGS, INC. (NASDAQ:SPOK) Recent Trading Information

SPOK HOLDINGS, INC. (NASDAQ:SPOK) closed its last trading session up +0.50 at 18.75 with 127,253 shares trading hands.

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