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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): April 14, 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 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers. |
On April 14, 2026, in connection with a strategic
realignment designed to reduce costs, the Board of Directors of Spok Holdings, Inc. (the “Company”) appointed Michael W. Wallace,
the Company’s Chief Operating Officer, to also serve as Chief Financial Officer, effective immediately. Mr. Wallace replaces Calvin
C. Rice who will no longer serve as the Company’s Chief Financial Officer, effective immediately.
Mr. Wallace, age 57, was appointed President of
Spok, Inc., a wholly owned operating subsidiary of the Company, in August 2022 and Chief Operating Officer of the Company in January 2020.
Mr. Wallace joined the Company in 2017 and served as the Company’s Chief Financial Officer from 2017 to 2022. He has spent more
than 30 years as a financial executive at both public and private companies. Prior to joining the Company, he was Executive Vice President
and Chief Financial Officer of Intermedix Corporation, a global leader in healthcare revenue cycle/practice management and data analytics
solutions, and Executive Vice President and CFO of The Elephant Group (d.b.a. Saveology.com), a leading Internet-based, direct-to-consumer
marketing platform. Prior to that, he served as Senior Vice President and CFO of Radiology Corporation of America, a national provider
of mobile and fixed-site positron emission tomography (PET) imaging services. Mr. Wallace has also served as an Assistant Chief Accountant
in the SEC’s Division of Enforcement and was a member of the Commission’s Financial Fraud Task Force in Washington, D.C. Prior
to being at the SEC, Mr. Wallace served as CFO at Inktel Direct, Corp., a direct marketing service firm, CELLIT Technologies, Inc., a
software company serving the contact center marketplace, and Kellstrom Industries, Inc., a publicly held global aerospace company. Before
joining Kellstrom, Mr. Wallace worked at KPMG Peat Marwick, LLP in Miami for more than seven years. He received his bachelor’s degree
in business administration from the University of Notre Dame and is a licensed Certified Public Accountant.
| Item 7.01 | Regulation FD Disclosure. |
On April 14, 2026, the Company issued a press
release regarding the strategic realignment, including the appointment of Mr. Wallace as Chief Financial Officer. A copy of the press
release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in Item 7.01 of this Current Report
on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated
by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit |
|
|
| No. |
|
Description |
| 99.1 |
|
Press release, dated April 14, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as inline XBRL and
contained in Exhibit 101) |
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:
April 14, 2026 |
By: |
/s/ Vincent D. Kelly |
|
| |
|
Name: |
Vincent D. Kelly |
| |
|
Title: |
President and Chief Executive Officer |
Exhibit 99.1
MEDIA CONTACT:
Al Galgano • 952-224-6096 • al.galgano@spok.com
Spok Announces Strategic Realignment and Prioritization
Plan to Maintain Long-Term Profitability and Sustainable Growth
| • | After
a thorough strategic review, Spok is reducing operating expenses, delivering in excess of
$6.0 million in anticipated annual cost savings, along with an approximately 10% workforce
reduction. |
| • | Spok
will focus on leveraging AI enhancements to Spok Care Connect® Suite, which includes
Spok® Console, Spok® Messenger, and Spok Mobile® as well as prioritizing its
best-in-class Wireless service offering and go-to-market activities. |
Plano, TX (April 14, 2026)
— Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced a strategic realignment
designed to reduce costs and sharpen operational focus across its go-to-market functions. These actions will enable the Company to direct
resources toward continued investment in its Care Connect Suite and artificial intelligence initiatives, while sustaining its commitment
to returning cash to stockholders.
“After extensive analysis
by our management team and advisors, and with the support of our Board, we are confident that this strategic shift will create significant
value for stockholders, while continuing both our investment in our Care Connect Suite and our quarterly dividend, which represents a
yield in excess of 10% relative to market,” said Vincent D. Kelly, president and chief executive officer of Spok Holdings, Inc.
“While any reduction of our leadership team and employee base is a difficult decision, shifting customer preferences has required
us to find new ways of driving productivity and efficiency, maintaining profitability, and streamlining our organizational structure
to align with our commitments to our customers and stockholders. This includes implementing artificial intelligence technologies to further
optimize our processes and workflows, both internally and externally. As part of this realignment, we are consolidating our executive
team for efficiency. Michael Wallace, our chief operating officer, will take on the additional role of chief financial officer. Mike
has been with Spok since 2017 and served as the Company’s chief financial officer from 2017 to 2022.”
As part of the plan to realign
and streamline its leadership structure, the Company will eliminate approximately 10% of its workforce, which it expects will reduce
headcount-related expenses (excluding stock-based compensation) and other operating expenses by over $6.0 million on an annualized basis.
The Company estimates that it will incur restructuring charges (excluding stock-based compensation) of approximately $1.6 to $2.0 million,
primarily in the second and third quarters of 2026, in connection with the implementation of the plan—principally in the form of
cash expenditures for one-time employee benefits and severance payments—and expects the restructuring charges to be substantially
complete by the third quarter. These estimates are subject to a number of assumptions, and actual results may differ materially. The
Company may incur additional charges or cash expenditures not currently contemplated due to unanticipated events arising from the implementation
of the plan. The Company intends to exclude restructuring charges from its non-GAAP financial measures, including Adjusted EBITDA and
adjusted operating expenses.
“Having been a part of
the Spok team for the past nine years, including serving as the Company’s chief financial officer for the first five years of my
tenure, I understand the tremendous potential of Spok’s best-in-class product platform,” said Michael Wallace, chief operating
officer. “In assuming the chief financial officer responsibilities, I will remain laser-focused on creating additional efficiencies
within our operating platform.”
• • •
About Spok
Spok Holdings, Inc. (NASDAQ: SPOK),
headquartered in Plano, Texas, is proud to be a global leader in healthcare communications. We deliver clinical information to care teams
when and where it matters most to improve patient outcomes. Top hospitals rely on the Spok Care Connect® platform to enhance workflows
for clinicians and support administrative compliance. Our customers send over 70 million messages each month through their Spok® solutions.
Spok enables smarter, faster clinical communication. For more information, visit spok.com.
Spok is a trademark of Spok Holdings, Inc. Spok
Care Connect and Spok Mobile are trademarks of Spok, Inc.
Safe Harbor Statement under the Private Securities
Litigation Reform Act
Statements contained herein which are not historical
fact, such as statements regarding our future operating and financial performance, 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 our actual results to be materially different from the future results expressed or implied by such 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 costs without disrupting service to our customers; our ability to retain key management
personnel and attract and retain talent; the productivity of our sales organization and our ability to deliver effective customer support;
our ability to identify, finance, consummate, and successfully integrate potential acquisitions and achieve their expected benefits;
economic conditions, such as recessionary cycles, the impact of trade disputes, tariffs and other trade protection measures, higher interest
rates, inflation, and higher unemployment levels; 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 share repurchases; competition
from new technologies or those offered and/or developed by firms that are substantially larger and have significantly greater financial
and human capital resources; continuing decline in the number of paging units in service and commensurate 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 United States healthcare industry; long sales cycles for our software solutions and services; our
reliance on third-party vendors for wireless paging equipment; our ability to maintain successful relationships with channel partners;
our ability to protect our intellectual property rights and the potential for material litigation claiming intellectual property infringement;
our use of open source software, third-party software, and other intellectual property; our reliance on data centers and other IT systems,
hardware, software, satellite networks, and telecommunications infrastructure provided by third parties; cyberattacks, data breaches,
system disruptions, or other compromises to our IT systems or those of critical third parties; our ability to realize benefits from deferred
income tax assets; future impairments of long-lived assets or goodwill; risks related to data privacy and protection laws and regulations;
and our ability to manage changes in regulation affecting hospitals and the healthcare industry, as well as other risks described from
time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok believes the expectations
reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will
be attained. Spok disclaims any intent or obligation to update any forward-looking statements.
