SPOK HOLDINGS, INC. (NASDAQ:USMO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

SPOK HOLDINGS, INC. (NASDAQ:USMO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On December 20, 2016, the Board of Directors (the Board) of Spok
Holdings, Inc. (the Company) adopted the Second Amended and
Restated Bylaws of Spok Holdings, Inc. (the Amended and Restated
Bylaws). The Amended and Restated Bylaws revised Article II,
Section 2.10 to provide that, in an uncontested election,
stockholders will elect directors to the Board by a majority of
votes cast, with abstentions not counted as a vote cast either
for or against any director.
The Amended and Restated Bylaws also revised the advance notice
bylaw in Article II, Section 2.11, with respect to stockholder
nominations of directors, to require a stockholder nominating a
director candidate to inform the Company as to whether such
candidate, if elected, intends to tender an irrevocable letter of
resignation that will become effective in respect of subsequent
elections upon the occurrence of such persons failure to receive
the required vote for re-election at a subsequent election.
The foregoing description of the Amended and Restated Bylaws is
qualified in its entirety by reference to the full text of the
Amended and Restated Bylaws attached hereto as Exhibit 3.1 and
incorporated herein by reference.
The Board also adopted related amendments to its Corporate
Governance Guidelines to provide for a majority vote for
directors in uncontested elections and a director resignation
policy that applies if directors do not receive the required
majority vote in an uncontested election.
Item 8.01 Other Events.
On December 20, 2016, the Company issued a press release
announcing the declaration of a special cash dividend of $0.25
per share of common stock, payable on January 17, 2017 to
stockholders of record on January 4, 2017. A copy of the press
release is furnished as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No.
Description
3.1
Second Amended and Restated Bylaws
99.1
Spok Holdings, Inc. Press Release dated
December 20, 2016


About SPOK HOLDINGS, INC. (NASDAQ:USMO)

Spok Holdings, Inc. is a holding company. The Company, through its indirect subsidiary, Spok, Inc., provides critical communication solutions for enterprises. The Company offers critical communication for healthcare, government, public safety and other industries. The Company’s segment is critical communication business. It offers paging services and selected software solutions in the United States and abroad, generally in Europe, Canada, Australia, Asia and the Middle East. The Company offers its services and products primarily to three market segments: healthcare, government and large enterprise. It also offers implementation services for its products. The Company offers subscriptions to one-way or two-way messaging services for a periodic (monthly, quarterly, semi-annual, or annual) service fee. A subscriber to one-way messaging services select coverage on a local, regional or nationwide basis as per their messaging needs. Two-way messaging is offered on a nationwide basis.

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

SPOK HOLDINGS, INC. (NASDAQ:USMO) closed its last trading session at 15.74 with shares trading hands.

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