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 27, 2022

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.)

5911 Kingstowne Village Pkwy, 6th Floor

Alexandria, Virginia

22315

(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 National Market®

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 July 27, 2022, the Board of Directors (the “Board”) of Spok Holdings, Inc. (the “Company”) appointed Calvin C. Rice as the Company’s Chief Financial Officer and Chief Accounting Officer, effective August 1, 2022. In connection with the appointment of Mr. Rice, Michael W. Wallace will step down from his position as the Company’s Chief Financial Officer and continue to serve as the Company’s Chief Operating Officer, effective August 1, 2022. Mr. Wallace has also been appointed to serve as President of Spok, Inc., the Company’s wholly owned operating subsidiary, effective August 1, 2022. Vincent Kelly will step down from his position as the President of Spok, Inc. and continue to serve as Spok, Inc.’s Chief Executive Officer, effective August 1, 2022. Mr. Kelly also remains Spok Holdings, Inc.’s President and Chief Executive Officer.

Mr. Wallace, age 53, was appointed Chief Financial Officer of the Company in March 2017 and Chief Operating Officer of the Company in January 2020. Previously, Mr. Wallace spent more than 25 years as a financial executive at both public and private companies, most recently as Executive Vice President and CFO at Intermedix Corporation, a healthcare revenue cycle/practice management and data analytics solution provider since August 2013. Prior to joining Intermedix, he 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. Mr. Wallace has also served as an Assistant Chief 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, Mr. Wallace served as CFO at Inktel Direct Corporation, 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.

Mr. Rice, age 36, was appointed Chief Accounting Officer of the Company in March 2020 and Controller of the Company in October 2018. Prior to his role as Chief Accounting Officer and Controller, Mr. Rice served as the Company’s Senior Manager of Revenue from March 2014 through December 2015 and then as the Company’s Director of Technical Accounting and SEC Reporting from January 2016 through October 2018. Prior to his employment with the Company, Mr. Rice served as a Senior Consultant with SC&H Group Inc. where he worked with several software and technology companies focusing on internal audit and SOX compliance. Mr. Rice began his career as an Accountant with Moodlerooms, Inc. Mr. Rice holds a Bachelor of Science in Accounting from Towson University and is a licensed Certified Public Accountant and Certified Internal Auditor.

Item 7.01.

Regulation FD Disclosure.

On August 1, 2022, the Company issued a press release announcing the promotions of Mr. Wallace and Mr. Rice. 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

Description

99.1

Press Release, dated August 1, 2022

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: August 1, 2022	By:	/s/ Sharon Woods Keisling
	Name:	Sharon Woods Keisling
	Title:	Corporate Secretary and Treasurer

Exhibit 99.1

Spok Announces Executive Promotions, Further Strengthening Management Team

Michael Wallace promoted to President of Spok, Inc., and Calvin Rice promoted to Chief Financial Officer

ALEXANDRIA, Va., (August 1, 2022) –Spok Holdings, Inc. (NASDAQ: SPOK) (“Spok”), a leader in critical communications, today announced the promotions of Michael W. Wallace to president of Spok, Inc., Spok’s wholly owned operating subsidiary, and Calvin C. Rice to chief financial officer (CFO) of Spok, effective immediately.

Michael W. Wallace, president and chief operating officer

Wallace will retain his role as chief operating officer (COO) of Spok, which he has held since January 2020. He will continue to be responsible for operations, professional services, marketing, and maintenance/customer support. Wallace will continue to report directly to Vincent Kelly, chief executive officer of Spok. Wallace is a seasoned executive with over 25 years of financial and operational experience in the healthcare IT/services and contact center software businesses. Wallace has served as chief financial officer of Spok since March 2017 and was responsible for Spok’s financial operations. Wallace is a graduate of the University of Notre Dame and is a certified public accountant.

“Mike has been an instrumental part of our organization since joining in 2017, and it has become clear, given his extensive knowledge of the entirety of our operations, that he is the right person for the role of president of Spok, Inc.,” said Kelly. “Given Mike’s understanding of our business as both our CFO and COO, he is uniquely positioned to be a major contributor in shaping and directing our business strategy as we look to maximize revenue and cash generation from our established lines of business.”

Calvin C. Rice, chief financial officer

In his new role, Rice will report directly to Vincent Kelly and will take over the financial operations responsibilities previously held by Wallace. During his eight-year career at Spok, Rice has had the responsibility for technical accounting policy, SEC reporting, revenue accounting, and most recently as chief accounting officer and controller. Prior to Spok, Rice worked at the accounting firm of SC&H Group. Rice is a graduate of Towson University and is a certified public accountant.

“Calvin is an extremely talented financial executive with deep knowledge of our operations and has made numerous contributions since joining Spok,” said Kelly. “Calvin will play an integral role in the coming years as we continue to execute on our recently announced business strategy and aim to improve the Company’s profitability.”

Mr. Kelly will continue in his role as president and CEO of Spok as well as CEO of Spok, Inc.

About Spok

Spok, Inc., a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Alexandria, 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 and support administrative compliance. Our customers send over 100 million messages each month through their Spok^® solutions. When seconds count and patients’ lives are at stake, Spok enables smarter, faster clinical communication.

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

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, risks related to Spok's new strategic business plan, including its ability to maximize revenue and cash generation from its established businesses and return capital to shareholders, risks related to the COVID-19 pandemic and its effect on our business and the economy, other economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment, declining demand for paging products and services, continued demand for our software products and services, our dependence on the U.S. healthcare industry, 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, our ability to realize the benefits associated with our deferred tax assets, and future impairments of our long-lived assets, amortizable intangible assets and goodwill, 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.

Investor Contact

Lisa Fortuna or Mike Cummings

+1 (312) 445-2866

[email protected]