UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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 25, 2016
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.) | ||
6850 Versar Center, Suite 420, Springfield, Virginia | 22151 | |
(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)) |
Explanatory Note: This Form 8-K/A is being filed to include the missing signature of the Company's Chief Financial Officer on the Form 8-K as filed on July 25, 2016. No additional changes to the Form 8-K, as originally filed, have been made.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On July 25, 2016, Spok Holdings, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). There were 20,547,871 shares of common stock eligible to vote, of which 19,184,472 shares were represented by proxy at the Annual Meeting. The purpose of the Annual Meeting was to elect eight directors; to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2016; to approve, on an advisory basis, the compensation of the Company’s named executive officers (the “NEOs”); and to approve the Spok Holdings, Inc. 2016 Employee Stock Purchase Plan ("2016 ESPP"). No other business was transacted.
Nominees for election to the Board of Directors were approved by a plurality of the votes properly cast by holders of the common stock present by proxy at the Annual Meeting, each share being entitled to one vote. Shares withheld from voting on the election of directors, including broker non-votes, had no effect on the outcome of the election of directors. Eight directors were elected to hold office until the next annual meeting and until their respective successors have been elected or appointed.
The results of the election of the directors; the ratification of the appointment of Grant Thornton LLP; the advisory vote on the compensation of the Company’s NEOs; and the vote on the 2016 ESPP; were as follows:
Election of Directors: | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
N. Blair Butterfield | 17,607,173 | 157,932 | 1,419,367 | |||||||||
Nicholas A. Gallopo | 17,567,609 | 197,496 | 1,419,367 | |||||||||
Stacia A. Hylton | 17,609,333 | 155,772 | 1,419,367 | |||||||||
Vincent D. Kelly | 17,586,824 | 178,281 | 1,419,367 | |||||||||
Brian O’Reilly | 17,543,285 | 221,820 | 1,419,367 | |||||||||
Matthew Oristano | 17,560,246 | 204,859 | 1,419,367 | |||||||||
Samme L. Thompson | 17,540,106 | 224,999 | 1,419,367 | |||||||||
Royce Yudkoff | 17,539,713 | 225,392 | 1,419,367 | |||||||||
Ratification of the Appointment of: | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
Grant Thornton LLP | 19,067,596 | 103,999 | 12,877 | — | ||||||||
Advisory Vote on the Approval of: | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
NEO Compensation | 17,581,216 | 161,698 | 22,191 | 1,419,367 | ||||||||
Vote on the Approval of: | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
2016 ESPP | 16,221,399 | 1,508,831 | 34,875 | 1,419,367 | ||||||||
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. | |||||||||
November 16, 2016 | By: | /s/ Shawn E. Endsley | |||||||
Name: | Shawn E. Endsley | ||||||||
Title: | Chief Financial Officer | ||||||||