Announces Agreement with Stockholder Group
Harte Hanks (NYSE:HHS) today announced that it will appoint Timothy
“Bant” Breen, Maureen O’Connell and Martin Reidy to its Board of
Directors, effective June 15, 2018. Harte Hanks has accepted the
resignations of current directors Christopher Harte, Scott Key and
Judy Odom, also effective June 15, 2018. William F. Farley
has also announced his resignation, to be effective upon
appointment of a replacement. These changes reflect the
culmination of an on-going board and governance review and
refreshment process, and the Company will also submit a proposal to
declassify the Board at its 2018 Annual Meeting. In connection with
the foregoing, the Company also reached an agreement with certain
stockholders (the “Stockholder Group”) who collectively own
approximately 11.8% of the Company’s outstanding shares, regarding
the foregoing and other matters.
Commenting on the changes, Karen Puckett, CEO of
Harte Hanks said, “We welcome Bant, Maureen and Martin to Harte
Hanks’ Board. The addition of their proven marketing services and
MarTech expertise to our existing members’ experience further
strengthens our board. Together our Board’s qualifications align
with our strategic objective—returning to profitable growth. The
Board and management are unified in the mission to execute our
strategic turnaround and deliver value for all
stockholders.”
“On behalf of our stockholders and the entire
Board, we sincerely thank Chris, Scott, Judy and Bill for their
service. The Company and Board have benefitted from their strong
experience, and we are grateful for their significant
contributions.”
“We are pleased to have worked constructively
with Harte Hanks to reach this agreement to add new independent
directors to the Board which we believe is in the best interest of
all stockholders,” said Sarah Harte, a member of the Stockholder
Group. “We look forward to supporting Harte Hanks’ management team
and the Board in our common goal of maximizing value for all
stockholders.”
In connection with the appointments, Harte Hanks
and the Stockholder Group have entered into a cooperation
agreement. Under the terms of the cooperation agreement, the
Stockholder Group has agreed to certain standstill and voting
commitments. A copy of the cooperation agreement will be filed with
the Securities and Exchange Commission as an exhibit to a Current
Report on Form 8-K to be filed by Harte Hanks.
Additional information on the Company’s Board of
Directors will be included in the Company’s Proxy Statement, which
will be filed with the Securities and Exchange Commission and
mailed to stockholders. The Company anticipates that its 2018
Annual Meeting of Stockholders will be held in August.
About Timothy Breen:Timothy
“Bant” Breen was inducted into the Advertising Hall of Achievement
in November 2010 and has a global marketing and communications
background steeped in digital and innovation. He is the Founder,
Chairman and CEO of Qnary, the global technology and solutions
leader in digital reputation growth solutions for professionals and
brands. Before founding and serving as CEO of Qnary, Bant was the
Worldwide CEO of Interpublic Group’s global search and social media
agency Reprise. His past roles have included President of global
media agency Initiative, Executive Director of the IPG Media Lab,
Founder of Ansible (IPG’s Mobile Marketing Agency), and Executive
Vice President of global digital communications at Universal McCann
(IPG).
About Maureen O’Connell:Maureen
O’Connell is a global business executive, CFO and board director
recognized for significant value creation through strategic
thinking and action at numerous public companies. Maureen is also
recognized for her extensive M&A experience and her strength in
operations and technology. Maureen has held executive leadership
and board positions in a variety of industries including media,
education, digital, retail, technology, professional services,
biotech, pharma, homebuilding, real estate and insurance. Most
recently, Maureen was Chief Financial and Administrative Officer
for Scholastic Corporation from 2007 until 2017 where she was
responsible for all global administrative functions, including
Finance, Operations, Supply Chain, Technology, Human Resources and
Legal. Maureen has served on the boards of directors of Beazer
Homes and Sucampo Pharmaceuticals.
About Martin Reidy:A
distinguished digital and direct marketing industry veteran, Martin
Reidy was recently the Chief Executive Officer and President of
Ansira Partners, a digital marketing agency. He previously served
as a Senior Consultant to MediaLink LLC, a marketing and strategy
advisory firm, as the Chief Executive Officer and President of
Meredith Xcelerated Marketing (a marketing services division within
Meredith Publishing Inc.) and as the Chief Executive Officer and
President of Publicis/Digitas/Modem Media/Dialog (a leading digital
advertising and relationship marketing services firm). Martin has
led teams as large as 2,500 employees spread across 50 countries
managing marquee client accounts with Fortune 500 global
brands.
Important Additional Information and Where to Find
It:
Harte Hanks, its directors and/or its director
nominees and certain of its executive officers and employees may be
deemed to be participants in the solicitation of proxies from Harte
Hanks’ stockholders in connection with the 2018 Annual Meeting.
Harte Hanks plans to file a proxy statement with the Securities and
Exchange Commission (the “SEC”) in connection with the solicitation
of proxies for the 2018 Annual Meeting (the “2018 Proxy
Statement”).
STOCKHOLDERS ARE URGED TO READ THE 2018 PROXY
STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS THAT HARTE HANKS WILL FILE WITH THE SEC
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Additional information regarding the identity of
these potential participants and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the 2018 Proxy Statement and other materials to be filed with the
SEC in connection with the 2018 Annual Meeting. Some of such
information can also be found in Harte Hanks’ definitive proxy
statement for the 2017 Annual Meeting of Stockholders, filed with
the SEC on July 20, 2017. To the extent holdings of Harte Hanks’
securities have changed since the amounts shown in the definitive
proxy statement for the 2017 Annual Meeting of Stockholders, such
changes have been or will be reflected on Initial Statements of
Beneficial Ownership on Form 3 or Statements of Change in Ownership
on Form 4 filed with the SEC.
Stockholders will be able to obtain, free of
charge, copies of the 2018 Proxy Statement (including any
amendments or supplements thereto) and any other documents filed by
Harte Hanks with the SEC in connection with the 2018 Annual Meeting
at the SEC’s website (www.sec.gov), at Harte Hanks’ website
(www.hartehanks.com), or by writing to the Company’s Corporate
Secretary at Harte Hanks, 9601 McAllister Freeway, Suite 610, San
Antonio, Texas 78216, or by calling Harte Hanks’ Corporate
Secretary at (210) 829-9000.
About Harte Hanks:Harte Hanks
is a global marketing services firm specializing in multi-channel
marketing solutions that connect our clients with their customers
in powerful ways. Experts in defining, executing and optimizing the
customer journey, Harte Hanks offers end-to-end marketing services
including consulting, strategic assessment, data, analytics,
digital, social, mobile, print, direct mail and contact center.
From visionary thinking to tactical execution, Harte Hanks delivers
smarter customer interactions for some of the world’s leading
brands. Harte Hanks’ approximately 4,000 employees are located in
North America, Asia-Pacific and Europe. For more information, visit
Harte Hanks at www.hartehanks.com, call 800-456-9748, or email us
at pr@hartehanks.com. Follow us on Twitter @hartehanks or Facebook
at https://www.facebook.com/HarteHanks.
As used herein, “Harte Hanks” or “the Company”
refers to Harte Hanks, Inc. and/or its applicable operating
subsidiaries, as the context may require. Harte Hanks’ logo
and name are trademarks of Harte Hanks.
Note Regarding Forward-looking
StatementsCertain statements contained in this press
release constitute “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are predictions based on expectations
and projections about future events, and are not statements of
historical fact. You can identify forward-looking statements by the
use of forward-looking terminology such as “plan”, “continue”,
“expect”, “anticipate”, “intend”, “predict”, “project”, “estimate”,
“likely”, “believe”, “might”, “seek”, “may”, “remain”, “potential”,
“can”, “should”, “could”, “future” and similar expressions, or the
negative of those expressions. These forward-looking statements
include the Company’s beliefs or expectations relating to the
agreement discussed above. Such forward-looking statements involve
known and unknown risks, uncertainties, and other factors which may
cause the actual results to be materially different from any future
results expressed or implied by such forward-looking statements.
All forward-looking statements are based on information available
to the Company as of the date of this press release, and the
Company assumes no obligation to update such statements.
Contact:Scott HamiltonPublic
& Investor Relations(303)
214-5563scott.hamilton@hartehanks.com
Harte Hanks (NYSE:HHS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Harte Hanks (NYSE:HHS)
Historical Stock Chart
From Apr 2023 to Apr 2024