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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 22, 2025
SPOK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-32358 |
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16-1694797 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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| 3000 Technology Drive |
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Suite 400 |
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Plano |
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Texas |
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75074 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (800) 611-8488
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
Trading symbol |
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
SPOK |
NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 22, 2025, Spok Holdings, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). There were 20,583,854 shares of common stock eligible to vote, of which 16,155,235 shares were represented by proxy at the Annual Meeting. The purpose of the Annual Meeting was to elect six directors; to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and to approve, on an advisory basis, the compensation of the Company’s named executive officers (the “NEOs”). No other business was transacted.
As reported in the tables below, six directors were elected to hold office until the next annual meeting and until their respective successors have been elected or appointed, Grant Thornton LLP was ratified as the Company's independent registered public accounting firm for the year ending December 31, 2025, and the compensation of the Company's NEOs was approved, on a non-binding advisory basis.
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| Election of Directors: |
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Votes For |
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Votes Withheld |
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Abstentions |
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Broker Non-Votes |
| Dr. Bobbie Byrne |
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12,392,653 |
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280,188 |
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41,231 |
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3,441,163 |
| Christine M. Cournoyer |
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12,586,433 |
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91,545 |
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36,094 |
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3,441,163 |
| Randy H. Hyun |
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12,629,051 |
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44,463 |
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40,558 |
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3,441,163 |
| Vincent D. Kelly |
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12,637,238 |
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41,822 |
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35,012 |
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3,441,163 |
| Brett Shockley |
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12,437,392 |
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238,163 |
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38,517 |
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3,441,163 |
| Todd Stein |
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12,634,148 |
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40,159 |
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39,765 |
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3,441,163 |
| Ratification of the Appointment of: |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
| Grant Thornton LLP |
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15,718,526 |
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380,180 |
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56,529 |
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— |
| Advisory Vote on the Approval of: |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
| NEO Compensation |
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12,111,357 |
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476,088 |
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126,627 |
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3,441,163 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Spok Holdings, Inc. |
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| Date: |
July 22, 2025 |
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By: |
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/s/ Calvin C. Rice |
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Name: |
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Calvin C. Rice |
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Title: |
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Chief Financial Officer |
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