On June 18, 2020, Spok Holdings, Inc., a Delaware corporation (the “Company”), entered into a cooperation agreement (the “Cooperation Agreement”) with White Hat Strategic Partners LP, a Delaware limited partnership, White Hat SP GP LLC, a Delaware limited liability company, White Hat Capital Partners LP, a Delaware limited partnership, and White Hat Capital Partners GP LLC, a Delaware limited liability company (collectively, “White Hat”) regarding the composition of the Company’s Board of Directors (the “Board”) and certain other matters.

The Cooperation Agreement provides, among other things, that:

The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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

On June 18, 2020, in connection with the Company’s entry into the Cooperation Agreement, the Board increased its size from ten to eleven directors and elected Brett Shockley to the Board. The Board also appointed Mr. Shockley to the Nominating Committee. Mr. Shockley will receive the same compensation for his service as the Company’s other independent directors.

As previously disclosed, Samme Thompson, a current Board member, is not standing for re-election at the 2020 Annual Meeting. Accordingly, the Board size will decrease to ten directors at the conclusion of the 2020 Annual Meeting.

Item 7.01. Regulation FD Disclosure.

A copy of the Company’s press release announcing the election of Mr. Shockley is attached hereto as Exhibit 99.1.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Spok Holdings, Inc Exhibit
EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit   Exhibit 10.1COOPERATION AGREEMENTThis Cooperation Agreement (“Agreement”) is entered into as of June 18,…
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