[8-K] Spok Holdings, Inc Reports Material Event

Rhea-AI Filing Summary

On 22 July 2025 Spok Holdings (NASDAQ:SPOK) filed an Item 5.07 Form 8-K reporting the voting results of its 2025 Annual Meeting. Of 20.58 million shares entitled to vote, 16.16 million (≈78.5%) were represented by proxy.

• Director elections: All six nominees—Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley and Todd Stein—were re-elected with 96.6-98.0% of votes cast.
• Auditor ratification: Grant Thornton LLP was confirmed as independent registered public accounting firm for FY-2025 with 97.7% support (15,718,526 for vs. 380,180 against).
• Say-on-Pay: The advisory resolution on named executive officer compensation passed with 95.3% support (12,111,357 for vs. 476,088 against).

No other business was conducted, and there were no broker non-votes on the auditor item. These routine governance outcomes do not alter the company’s operational or financial outlook.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM items passed; strong support signals shareholder confidence but no material impact.

All directors secured re-election with near-unanimous backing, indicating continued confidence in current oversight. The 97.7% approval for Grant Thornton reduces audit-related uncertainty, while the 95.3% Say-on-Pay result suggests investors are generally satisfied with incentive alignment. Turnout of ~79% is typical for small-cap issuers. Because no board composition, capital structure, or strategic resolutions changed, the filing is governance-neutral and unlikely to affect valuation or liquidity. Overall impact: neutral.

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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)

Delaware

001-32358

16-1694797

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3000 Technology Drive

,

Suite 400

Plano

,

Texas

75074

(Address of principal executive offices)

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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:

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).

Emerging growth company									☐
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.									☐

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.

Election of Directors:						Votes For									Votes Withheld									Abstentions									Broker Non-Votes
Dr. Bobbie Byrne						12,392,653									280,188									41,231									3,441,163
Christine M. Cournoyer						12,586,433									91,545									36,094									3,441,163
Randy H. Hyun						12,629,051									44,463									40,558									3,441,163
Vincent D. Kelly						12,637,238									41,822									35,012									3,441,163
Brett Shockley						12,437,392									238,163									38,517									3,441,163
Todd Stein						12,634,148									40,159									39,765									3,441,163
Ratification of the Appointment of:						Votes For									Votes Against									Abstentions									Broker Non-Votes
Grant Thornton LLP						15,718,526									380,180									56,529									—
Advisory Vote on the Approval of:						Votes For									Votes Against									Abstentions									Broker Non-Votes
NEO Compensation						12,111,357									476,088									126,627									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.

Spok Holdings, Inc.

Date:

July 22, 2025

By:

/s/ Calvin C. Rice

Name:

Calvin C. Rice

Title:

Chief Financial Officer

FAQ

How many Spok Holdings shares were represented at the 2025 Annual Meeting?

A total of 16,155,235 shares, or roughly 78.5% of shares outstanding, were represented by proxy.

Did Spok Holdings shareholders approve the 2025 Say-on-Pay proposal?

Yes. 95.3% of votes cast supported the advisory executive compensation resolution.

Was Grant Thornton LLP ratified as Spok Holdings' auditor for 2025?

Yes. Shareholders ratified Grant Thornton with 15,718,526 votes for and 380,180 against.

Which directors were re-elected to Spok Holdings' board in 2025?

Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley, and Todd Stein each won re-election.

Does the 8-K disclose any new strategic actions or financial results for SPOK?

No. The filing only reports routine annual meeting voting outcomes; it contains no operational or financial updates.