Spok Holdings shareholders approve 2026 proposals

Spok Holdings, Inc. held its 2026 Annual Meeting of Stockholders on July 21, 2026, with 20,905,932 common shares eligible to vote and 15,452,535 represented by proxy.

Rhea-AI Filing Summary

Spok Holdings, Inc. held its 2026 Annual Meeting of Stockholders on July 21, 2026, with 20,905,932 common shares eligible to vote and 15,452,535 represented by proxy. Shareholders elected six directors, each receiving about 10.8 million votes for, with additional broker non-votes recorded.

Stockholders also ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026, with 15,197,592 votes for. The advisory vote on named executive officer compensation passed with 10,457,566 votes for, and the amended and restated 2020 Equity Incentive Award Plan was approved with 10,357,182 votes for.

Filing Explained

The July 21 annual meeting completed its vote on the amended and restated 2020 Equity Incentive Award Plan; this 8-K reports approval, not an issuance, so it does not by itself establish dilution of existing common holders.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares eligible to vote: 20,905,932 shares Shares represented by proxy: 15,452,535 shares Votes for auditor ratification: 15,197,592 votes +3 more

6 metrics

Shares eligible to vote 20,905,932 shares Common stock eligible to vote at the 2026 Annual Meeting

Shares represented by proxy 15,452,535 shares Shares represented at the 2026 Annual Meeting

Votes for auditor ratification 15,197,592 votes For ratification of Grant Thornton LLP as auditor for 2026

Say-on-pay votes for 10,457,566 votes For approval of named executive officer compensation on an advisory basis

Equity plan votes for 10,357,182 votes For approval of amended and restated 2020 Equity Incentive Award Plan

Votes for Dr. Bobbie Byrne 10,671,757 votes For election of director Dr. Bobbie Byrne

Key Terms

broker non-votes, non-binding advisory basis, Equity Incentive Award Plan, independent registered public accounting firm

4 terms

broker non-votes regulatory

"Votes For, Votes Withheld, Abstentions, Broker Non-Votes Election of Directors"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis regulatory

"the compensation of the Company's named executive officers was approved, on a non-binding advisory basis"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

Equity Incentive Award Plan financial

"approval of the amended and restated 2020 Equity Incentive Award Plan"

independent registered public accounting firm regulatory

"ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What items were voted on at Spok Holdings (SPOK) 2026 annual meeting?

Spok Holdings (SPOK) stockholders voted to elect six directors, ratify Grant Thornton LLP as auditor, approve executive compensation on an advisory basis, and approve the amended and restated 2020 Equity Incentive Award Plan; all proposals received sufficient support to pass.

How many SPOK shares were eligible and represented at the 2026 meeting?

There were 20,905,932 Spok Holdings (SPOK) common shares eligible to vote, of which 15,452,535 were represented by proxy at the 2026 Annual Meeting, providing a substantial turnout for decisions on directors, auditor ratification, executive pay, and the equity incentive plan.

Were all Spok Holdings (SPOK) director nominees elected in 2026?

Yes, all six Spok Holdings (SPOK) director nominees were elected. Each received roughly 10.8 million votes for; for example, Dr. Bobbie Byrne received 10,671,757 votes for versus 332,992 withheld, with additional broker non-votes noted in the results table.

Did Spok Holdings (SPOK) shareholders ratify Grant Thornton LLP as auditor?

Spok Holdings (SPOK) shareholders ratified Grant Thornton LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 15,197,592 votes for, 204,949 against, and 49,994 abstentions, indicating strong support for the auditor appointment.

Was Spok Holdings (SPOK) executive compensation approved on an advisory basis?

Yes, the advisory vote on compensation for Spok Holdings (SPOK) named executive officers passed. Shareholders cast 10,457,566 votes for, 461,611 against, and 153,002 abstentions, with 4,380,356 broker non-votes, indicating majority support for the company’s executive pay program.

Did Spok Holdings (SPOK) approve the amended 2020 Equity Incentive Award Plan?

Stockholders approved the amended and restated 2020 Equity Incentive Award Plan at Spok Holdings (SPOK). The proposal received 10,357,182 votes for, 546,445 against, and 168,552 abstentions, plus 4,380,356 broker non-votes, authorizing continued equity-based compensation under the updated plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/22/2026 - 04:31 PM Accepted by SEC EDGAR 07/22/2026 - 04:30 PM Learn about SEC filing dates

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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 21, 2026

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 21, 2026, Spok Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). There were 20,905,932 shares of common stock eligible to vote, of which 15,452,535 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, 2026; to approve, on an advisory basis, the compensation of the Company’s named executive officers (the “NEOs”); and to approve the amended and restated 2020 Equity Incentive Award Plan. 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, 2026, the compensation of the Company's NEOs was approved, on a non-binding advisory basis, and the amended and restated 2020 Equity Incentive Plan was approved.

						Votes For									Votes Withheld									Abstentions									Broker Non-Votes
Election of Directors:
Dr. Bobbie Byrne						10,671,757									332,992									67,430									4,380,356
Christine M. Cournoyer						10,761,700									244,482									65,997									4,380,356
Randy Hyun						10,857,135									151,615									63,429									4,380,356
Vincent D. Kelly						10,828,591									181,391									62,197									4,380,356
Brett Shockley						10,820,159									182,984									69,036									4,380,356
Todd Stein						10,862,970									144,100									65,109									4,380,356
Ratification of the Appointment of Grant Thornton LLP						15,197,592									204,949									49,994									—
Advisory Vote on the Approval of NEO Compensation						10,457,566									461,611									153,002									4,380,356
Approval of the Amendment and Restatement of 2020 Equity Incentive Award Plan						10,357,182									546,445									168,552									4,380,356

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, 2026

By:

/s/ Michael W. Wallace

Name:

Michael W. Wallace

Title:

Chief Financial Officer

Filing Exhibits & Attachments

3 documents

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