8-K - SPOK - Equibles

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): January 2, 2020

SPOK HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32358	16-1694797
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)
6850 Versar Center, Suite 420,<br><br>Springfield, Virginia	22151
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(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)) | | --- | --- |

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 January 2, 2020, the Board of Directors (the “Board”) of Spok Holdings, Inc. (the “Company”) announced the appointment of Mr. Michael W. Wallace, age 51, as Chief Operating Officer of the Company. Mr. Wallace also will continue to serve as Chief Financial Officer of the Company. Information regarding Mr. Wallace's business experience, qualifications and other biographical data, including his experience over the past five years, is incorporated by reference to the Company’s Definitive Proxy Statement related to the Company's 2019 Annual Meeting of Stockholders (the “2019 Proxy”), filed on Schedule 14A with the Securities and Exchange Commission on April 25, 2019.

In connection with Mr. Wallace's appointment as Chief Operating Officer, the Compensation Committee of the Board approved the following adjustments to Mr. Wallace’s compensation, effective January 2, 2020:

•	an increase in Mr. Wallace's annual base salary from $350,000 to $400,000;
•	a target level under the Company's short-term incentive plan for 2020 of 100% of Mr. Wallace's annual base salary; and
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•	a target level under the Company's long-term incentive plan for 2020 of 150% of Mr. Wallace's annual base salary.
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Item 7.01. Regulation FD Disclosure.

On January 2, 2020 the Company issued a press release announcing the appointment of Michael W. Wallace as the Company’s Chief Operating Officer and Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this 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) Exhibit:

Exhibit
No.	Description
99.1	Press release dated January 2, 2020

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.
Dated:	January 2, 2020	By:	/s/ Vincent D. Kelley
			Name:	Vincent D. Kelley
			Title:	President and Chief Executive Officer

		Exhibit

	Exhibit 99.1
NEWS RELEASE

CONTACT

Al Galgano

+1 (952) 567-0295

[email protected]

Spok Names Michael W. Wallace Chief Operating Officer

SPRINGFIELD, Va. (January 2, 2020) - Spok Holdings, Inc. (NASDAQ: SPOK), a global leader in healthcare communications, today announced that Chief Financial Officer (CFO) Michael W. Wallace has been appointed Chief Operating Officer (COO), effective immediately. Wallace will continue to report to Vincent D. Kelly, chief executive officer. In his new role, Wallace will maintain his CFO responsibilities as well as continue formal responsibility for the services, support, maintenance and marketing organizations, which he had been managing for the majority of 2019.

“Mike is a seasoned and trusted leader who consistently delivers results,” said Vincent D. Kelly, chief executive officer. “He is uniquely qualified to drive strategic prioritization and accountability within Spok, with a laser-focus on operational excellence. Mike has successfully led the financial management organization and has been an integral part of our team as we continue to introduce our new, innovative, cloud-native and integrated communication platform. Mike’s deep experience in medical services, software development, digital/interactive marketing and regulatory compliance has been invaluable as we develop our software as a service (SaaS) platform and our subscription-based pricing model. I, and the board, have tremendous confidence in Mike’s ability to align Spok’s world-class innovation engine with industry-leading operational practices to drive and extend the next

Spok.com

generation of Spok’s market leadership. We continue to take every opportunity to upgrade our management talent and resources with our priority strategic and operating objectives. This move is another step in that direction.”

“Spok’s strategy has never been more compelling and I am incredibly energized to help lead the company to its next phase of innovation tied with operational excellence and organizational effectiveness,” said Michael W. Wallace, chief operating officer. “My experience as Spok’s chief financial officer over the nearly past three years has positioned me to leverage our successes and the efficiencies we have created, across the entire organization. I look forward in this new role to support Spok in capturing the large market opportunity ahead of us and for sustained, long-term growth. Vince and this executive team recognize and appreciate the importance of Spok’s mission, to deliver clinical information to care teams when and where it matters most to improve patient outcomes, and I am proud to be a part of it.”

Wallace has spent approximately 25 years as a financial and operational executive at both public and private companies. In March 2017, Wallace joined Spok as CFO, from Intermedix, a global leader in healthcare revenue cycle/practice management and data analytics solutions, where he was Executive Vice President and CFO since August 2013 and had operational responsibility for its captive offshore presence of 900 employees in Lithuania. Prior to joining Intermedix, Wallace was the 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. Wallace has also served as an Assistant Chief

Spok.com

Accountant in the Securities and Exchange Commission’s (SEC) 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, 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, 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.

About Spok

Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Springfield, Virginia, 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, support administrative compliance, and provide a better experience for patients. Our customers send over 100 million messages each month through their Spok® solutions. Spok is making care collaboration easier. For more information, visit spok.com or follow @spoktweets on Twitter.

Spok is a trademark of Spok Holdings, Inc. Spok Care Connect and Spok Mobile are trademarks of Spok, Inc.

Spok.com

Safe Harbor Statement under the Private Securities Litigation Reform Act: Statements contained herein or in prior press releases which are not historical fact, such as statements regarding Spok’s 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 Spok’s actual results to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, declining demand for paging products and services, continued demand for our software products and services, our ability to develop additional software solutions for our customers and manage our development as a global organization, the ability to manage operating expenses, particularly third party consulting services and research and development costs, future capital needs, competitive pricing pressures, competition from traditional paging services, other wireless communications services and other software providers, many of which are substantially larger and have much greater financial and human capital resources, changes in customer purchasing priorities or capital expenditures, government regulation of our products and services and the healthcare and health insurance industries, reliance upon third-party providers for certain equipment and services, unauthorized breaches or failures in cybersecurity measures adopted by us and/or included in our products and services, the effects of changes in accounting policies or practices, 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.

Spok.com