Spok Holdings, Inc. Files Definitive Proxy Statement (DEF 14A)

TL;DR

<b>Spok Holdings, Inc. has filed its Definitive Proxy Statement for the fiscal year ended December 31, 2023.</b>

AI Summary

Spok Holdings, Inc (SPOK) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Spok Holdings, Inc. filed a Definitive Proxy Statement (DEF 14A) on April 29, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 5911 Kingstowne Village Parkway, 6th Floor, Alexandria, VA 22315. Spok Holdings, Inc. was formerly known as USA Mobility, Inc. and Wizards-Patriots Holdings, Inc. The filing includes data related to executive compensation and equity awards for the fiscal years 2020 through 2023.

Why It Matters

For investors and stakeholders tracking Spok Holdings, Inc, this filing contains several important signals. This DEF 14A filing is crucial for shareholders as it details executive compensation, board nominations, and other corporate governance matters to be voted on at the annual meeting. Understanding the historical executive compensation data provided in the filing can offer insights into the company's pay-for-performance philosophy and potential future compensation trends.

Risk Assessment

Risk Level: low — Spok Holdings, Inc shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic changes that would indicate high risk.

Analyst Insight

Shareholders should review the executive compensation details and any proposed governance changes to make informed voting decisions.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period covered by the filing)
• 2024-04-29 — Filing Date (Date the DEF 14A was filed)
• 001-32358 — SEC File Number (SEC filing identifier)

Key Players & Entities

• Spok Holdings, Inc. (company) — Filer name
• DEF 14A (document) — Filing type
• 2024-04-29 (date) — Filing date
• 2023-12-31 (date) — Fiscal year end
• 5911 Kingstowne Village Parkway, 6th Floor, Alexandria, VA 22315 (address) — Business address
• USA Mobility, Inc. (company) — Former company name
• Wizards-Patriots Holdings, Inc. (company) — Former company name
• SPOK (ticker) — Ticker symbol

FAQ

Industry Context

Spok Holdings, Inc. operates in the radio telephone communications industry, providing critical communication services.

Regulatory Implications

The filing is a standard SEC disclosure (DEF 14A) required under the Securities Exchange Act of 1934 for public companies.

What Investors Should Do

1. Review the proxy statement for details on executive compensation and board member proposals.
2. Understand the voting matters to be presented at the upcoming shareholder meeting.
3. Note the company's historical name changes for context.

Key Dates

• 2024-04-29: Filing of DEF 14A — Official filing of the Definitive Proxy Statement for the fiscal year 2023.

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine annual disclosure. Specific financial performance comparisons to the prior year are not detailed within this document itself, but it references data from fiscal years 2020-2023.

Key Financial Figures

• $30.1 m — ct Suite ("CCS") Operations bookings of $30.1 million, which was higher than target per

Filing Documents

• spok-20240426.htm (DEF 14A) — 920KB
• spok-20240426_g1.jpg (GRAPHIC) — 48KB
• spok-20240426_g10.jpg (GRAPHIC) — 3851KB
• spok-20240426_g11.jpg (GRAPHIC) — 76KB
• spok-20240426_g12.jpg (GRAPHIC) — 1080KB
• spok-20240426_g13.jpg (GRAPHIC) — 110KB
• spok-20240426_g14.jpg (GRAPHIC) — 2719KB
• spok-20240426_g15.jpg (GRAPHIC) — 217KB
• spok-20240426_g16.jpg (GRAPHIC) — 222KB
• spok-20240426_g2.jpg (GRAPHIC) — 105KB
• spok-20240426_g3.jpg (GRAPHIC) — 72KB
• spok-20240426_g4.jpg (GRAPHIC) — 86KB
• spok-20240426_g5.jpg (GRAPHIC) — 109KB
• spok-20240426_g6.jpg (GRAPHIC) — 130KB
• spok-20240426_g7.jpg (GRAPHIC) — 118KB
• spok-20240426_g8.jpg (GRAPHIC) — 119KB
• spok-20240426_g9.jpg (GRAPHIC) — 230KB
• 0001289945-24-000020.txt (&nbsp;) — 26544KB
• spok-20240426.xsd (EX-101.SCH) — 4KB
• spok-20240426_def.xml (EX-101.DEF) — 5KB
• spok-20240426_lab.xml (EX-101.LAB) — 7KB
• spok-20240426_pre.xml (EX-101.PRE) — 4KB
• spok-20240426_htm.xml (XML) — 93KB

Forward-Looking Statements

Forward-Looking Statements This proxy statement contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause the actual results of Spok Holdings, Inc. (the "Company," "we," "our" or "us") to be materially different from the 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, our ability to manage wireless network rationalization to lower our costs without causing disruption of service to our customers; our ability to retain key management personnel and to attract and retain talent within the organization; the productivity of our sales organization and our ability to deliver effective customer support; our ability to identify potential acquisitions, consummate and successfully integrate such acquisitions, and achieve the expected benefits of such acquisitions; economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment; risks related to our overall business strategy, including maximizing revenue and cash generation from our established businesses and returning capital to stockholders through dividends and repurchases of shares of our common stock; competition for our services and products from new technologies or those offered and/or developed from firms that are substantially larger and have much greater financial and human capital resources; continuing decline in the number of paging units we have in service with customers, commensurate with a continuing decline in our wireless revenue; our ability to address changing market conditions with new or revised software solutions; undetected defects, bugs, or security vulnerabilities in our products; our dependence on the U.S. healthcare industry; the sales cycle of o

Executive Compensation

Executive Compensation 24 Executive Officers 24 Compensation Discussion and Analysis – Table of Contents 25 Compensation Discussion and Analysis 26 Introduction 26 Executive Summary 26 Stockholder Outreach 29

Executive Compensation Design

Executive Compensation Design 31 2023 Executive Compensation Program Decisions 32 Other Considerations 40 i Compensation Tables 41 Background 41 Summary Compensation Table 41 All Other Compensation 42 Grants of Plan - Based Awards 42 Outstanding Equity Awards 43 Stock Awards Vested 43 Payments upon Termination or Termination Due to Change in Control 44 Employment Agreement and Termination Arrangements – CEO 44 Termination Arrangements – NEOs (Excluding the CEO) 47 Change in Control Arrangements – NEOs (Excluding the CEO) 48 Severance Recovery Policy 50 Pay versus Performance 51 Proposals Requiring Your Vote 57 Proposal 1 – Election of Directors 57 Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm 61 Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation 62

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 63 Directors, Officers and Certain Other Beneficial Owners 63 Securities Authorized for Issuance under Equity Compensation Plans 64 Related Party Transactions and Code of Conduct 65 Transactions with Related Parties 65 Review, Approval or Ratification of Transactions with Related Parties 65 Code of Business Conduct and Ethics 65 Stockholder Proposals and Company Documents 66 Other Matters 66 ii PROXY STATEMENT SUMMARY This summary highlights information about Spok Holdings, Inc. (the "Company," "Spok," "we," "our" or "us") and certain information contained elsewhere in this proxy statement ("Proxy Statement") for our 2024 Annual Meeting of Stockholders (the "Annual Meeting"). This summary does not contain all the information that you should consider in voting your shares and you should carefully read the entire Proxy Statement. Spok, Inc. is our operating subsidiary and is an indirect wholly owned subsidiary of Spok. VOTING MATTERS AND BOARD OF DIRECTOR RECOMMENDATIONS Our Board of Directors ("Board") unanimously recommends that you vote on the accompanying proxy card or by telephone or via the internet as set forth on the proxy card, as follows: Proposal Board Vote Recommendations Page Reference 1. Election of Six Directors FOR Each Nominee 57 2. Ratification of the Appointment of Independent Registered Public Accounting Firm FOR 61 3. Advisory Vote to Approve Named Executive Officer Compensation for 2023 ("Say-on-Pay") FOR 62 BOARD OF DIRECTORS NOMINEES You are being asked to vote on the following six nominees for director. The following table sets forth the names, ages as of April 1, 2024, and certain other information for the six nominees. Each director is elected annually by a majority of the votes cast. Further information about each nominee can be found starting on page 57 . Name Age Director Since Principal Occupation Independent Dr. Bobbie

View Full Filing

View this DEF 14A filing on SEC EDGAR