Aligns the size and composition of the Board of Directors with the new strategic business plan and the new structure
Conclusion of a support agreement with Braeside Investments
ALEXANDRIA, VA. – March 21, 2022 – Spok Holdings, Inc. (NASDAQ: SPOK) (“Spok” or the “Company”), a global leader in healthcare communications, today announced it is downsizing its six-member Board of Directors (the “Board”) to better align the size and composition of the Board with the Company’s recently announced business strategy.
Due to the reduced size of the Board, four serving directors will not stand for re-election at the Company’s 2022 annual meeting of shareholders (the “Annual Meeting”): Blair Butterfield, Stacia Hylton, Matthew Oristano and President Royce Yudkoff. In accordance with applicable law, all current directors will continue to serve their full terms, which expire at the annual meeting. In addition, the board intends to select Christine M. Cournoyer as the new independent chair after the annual meeting.
The nominees for the Board of Directors who will stand for election at the annual meeting will be Dr. Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley and Todd Stein. If these six nominees are elected to the board, the new average term for independent directors will be less than three years.
Ms. Cournoyer, Chair of the Nominating and Governance Committee, said, “We sincerely thank Blair, Stacia and Matthew for their significant contributions to the Board. I would also like to express our special gratitude to Royce for his tireless service as Chairman. The insights and experience that these directors have brought over the years have been extremely valuable. We wish these outgoing directors much success in their future endeavours.
On February 17, 2022, Spok announced a new strategic business plan to maximize revenue and cash generation from its established businesses (the Spok Care Connect suite including Spok Mobile and wireless services), while giving priority to the return of capital to shareholders. The review of strategic alternatives previously announced by the Company is still ongoing.
Ms. Cournoyer continued, “As Spok executes our strategic shift, we believe these changes to the Board will better reflect the appropriate needs of the Company, while allowing us to maintain our commitment to having a diversity of perspectives and experiences among our administrators. remain focused on maximizing value for all of our shareholders.”
Additionally, in recognition and support of these changes, the Company has entered into an agreement with significant shareholder Braeside Investments, LLC (“Braeside”) pursuant to which Braeside will support the election of the slate of nominees to the Board of Directors. during the annual meeting.
Todd Stein, Co-Investment Manager at Braeside, said: “We fully support Spok’s strategic shift and look forward to the company’s success in this next phase. needs of the company, but will also ensure that management has the appropriate support to execute Spok’s business plan. I look forward to working with the rest of the Board and with management to meet the needs of Spok shareholders.
Spok, Inc., a wholly-owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Alexandria, Virginia, is proud to be a global leader in healthcare communications . We provide clinical insights to care teams when and where it matters most to improve patient outcomes. Top hospitals rely on the Spok Care Connect® platform to improve clinician workflows and support administrative compliance. Our customers send over 100 million messages every month through their Spok® solutions. When seconds count and patients’ lives are at stake, Spok enables smarter, faster clinical communication.
Spok is a trademark of Spok Holdings, Inc. Spok Mobile and Spok Care Connect are trademarks of Spok, Inc.
Safe Harbor Statement under the Private Securities Litigation Reform Act
Statements contained herein or in prior press releases that are not historical facts, such as statements regarding Spok’s future operating and financial performance, future dividend payments, and the outcome of consideration of alternatives company strategic statements, are forward-looking statements for purposes of the safe harbor provisions. under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause Spok’s actual results to be materially different from any future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, risks associated with Spok’s new strategic business plan, including its ability to maximize revenue and generate cash flow from its established businesses and return capital to shareholders, risks related to the COVID-19 pandemic and its effects on our business and the economy, other economic conditions such as economic cycles of recession, interest rates, inflation and higher levels of unemployment, declining demand for paging products and services, continued demand for our software products and services, our reliance on industry American Healthcare, our ability to develop additional software solutions for our customers and to manage our development as a global organization, the ability to manage operating expenses ion, in particular third-party consulting services and research and development costs, costs future capital requirements, competitive pricing pressures, competition from legacy paging services, other wireless communications services and other software vendors, many of which are much larger and have significantly greater financial and human resources, changes in customer purchasing priorities or capital expenditures, government regulation of our products and services, and healthcare and health insurance industries, reliance on third-party vendors for certain equipment and services, unauthorized breaches or failures of cybersecurity measures we have adopted and/or included in our products and services, the effects changes in accounting policies or practices, our ability to realize the benefits associated with our deferred tax assets, future impairments of our long-lived assets, amortizable intangible assets and goodwill, the effects of our time-limited shareholder rights plan and the outcome of Spok’s review of strategic alternatives, as well as as other risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes that the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be achieved. Spok disclaims any intention or obligation to update any forward-looking statements.
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