HARTE HANKS INC
For the period ended Dec 31, 2023. Filed Apr 4, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2023 · Filed Apr 4, 2024
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DEF 14A 1 a20240409def14a-proxystmt.htm DEF 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.___)
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
| Check the appropriate box: | |
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
HARTE HANKS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee computed on table in exhibit required by item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
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HARTE HANKS, INC.1 Executive Drive, Suite 303Chelmsford, MA 01824
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 23, 2024 at 2:00 P.M. (Eastern Daylight Time)
As a stockholder of Harte Hanks, Inc., a Delaware corporation (the “Company” or “Harte Hanks”), you are hereby given notice of, and invited to virtually attend the Company’s 2024 annual meeting of stockholders (the "Annual Meeting"), which will be held virtually, exclusively via a live audio webcast on Thursday, May 23, 2024, at 2:00 p.m. Eastern Daylight Time, for the following purposes:
| Proposal | Board Recommendation |
|---|---|
| I. Election of five (5) Board nominees, each to serve until our 2025 annual meeting of stockholders or until their successors are duly elected and qualified; | FOR |
| II. To approve (on a non-binding advisory basis) the compensation of our named executive officers; | FOR |
| III. To consider and vote upon the ratification of the selection of Baker Tilly US, LLP as Harte Hanks’ independent registered public accounting firm for the fiscal year ending December 31, 2024; and | FOR |
| IV. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | |
The board of directors of Harte Hanks has fixed the close of business on March 26, 2024, as the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting and, subject to applicable law and the provisions of our Bylaws, any adjournment or postponement thereof. Only holders of record as of such date will be entitled to virtually attend and vote at the Annual Meeting. For more information, please refer to the enclosed proxy statement.
The enclosed proxy statement and our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2023 (which we are distributing in lieu of a separate annual report to stockholders) are available on our website atwww.hartehanks.com, under the heading “SEC Filings” in the “Investors Relations” section of our website.
Your vote is important, and we urge you to review the accompanying materials carefully and to submit your proxy as soon as possible so that your shares will be represented at the Annual Meeting. Submitting a vote before the Annual Meeting will not preclude you from voting your shares at the virtual Annual Meeting should you decide to join the webcast.
Thank you for your continued interest and support.
By Order of the Board of Directors,
Kirk DavisChief Executive OfficerChelmsford, Massachusetts
April 4, 2024
Dear Fellow Shareholders:
We are privileged and honored to be leading Harte Hanks in its 101st year of continuous service. We are profoundly inspired by the pride and unwavering commitment our team demonstrates towards our clients. Our enduring relationships, spanning decades, attest to our ability to adapt and grow alongside our valued partners.
Central to our continued success is our strategic collaboration with clients, by ensuring the delivery of customized innovative solutions. This commitment forms the foundation of our transformative journey, encapsulated within the core essence of Project Elevate (“Elevate”). We believe that this program will not only enhance stockholder value but will also delight our customers and invigorate our team members. A few of our key accomplishments with respect to Elevate in 2023 are important to highlight. First and foremost, our talent.
We have assembled a dynamic leadership team, dedicated to executing a comprehensive transformation of our business. Our collective vision for the future, in which our Board is actively engaged, fills us with tremendous excitement and determination.
Elevate is the creation of our entire executive leadership team, reflecting our collective dedication to charting a new course for Harte Hanks. Since last June, we have welcomed several key executives who have already made significant contributions to our organization:
David Garrison, a seasoned CFO with extensive SEC reporting and international business experience, officially joined us in January, bringing invaluable expertise to our financial operations.
Kelly Waller, an accomplished sales and marketing professional with international sales acumen, assumed the role of SVP, Sales and Marketing in October. Under her leadership, we’ve witnessed a major transformation and expansion of our sales and marketing endeavors, setting the stage for future growth.
Ron Lee, a versatile executive with over two decades of experience in revenue operations and finance, joined us as SVP of our Sales Services business unit in November.
David Fisher, a highly accomplished finance executive with over 25 years of experience, came on board as Chief Transformation Officer in January, spearheading strategic initiatives to drive operational excellence.
Together, we are laser-focused on repositioning Harte Hanks to streamline our value proposition, foster continuous growth, and capitalize on emerging opportunities. As part of our commitment to enhancing customer relationships, we are also in the process of appointing a Chief Customer Officer in the first half of 2024.
With our talented team in place, our next step in 2024 and onward, encompasses execution on the Elevate Plan.
Our Elevate Plan encompasses two pivotal components:
Part One: We have reimagined and expanded our sales and marketing organization, laying the groundwork for sustainable growth. With a fully staffed team and a comprehensive execution strategy, we are already seeing promising early indicators of progress, with sustainable growth expected to materialize by late 2024.
Part Two: Over the past four months, we have conducted a thorough analysis of our legacy structure, identifying an opportunity to remove $16 million in costs throughout 2024-2025. This initiative, spearheaded by our newly established business transformation office, underscores our commitment to operational efficiency and fiscal responsibility.
The culmination of our efforts and unwavering commitment is poised to unlock significant growth potential with the goal of delivering double-digit margins by 2026.
Elevate signifies a new chapter for Harte Hanks, a century-old enterprise revitalized for today's economy and committed to creating enduring value for our stockholders, customers, and team members.
Elevate also encompasses an internal restructuring of how we operate, and how we go to market.
Presently, we operate as a leading customer and brand experience company across six service categories, addressing the evolving challenges of B2B and B2C businesses in the era of intelligence and Artificial Intelligence (AI). Our focus on data-driven analytics, customer experience strategies, and seamless program execution underscores our dedication to the success of our clients at every stage of the customer lifecycle.
As we transition into 2024, we have restructured our services into four distinct business units, aligning with the end-to-end customer and product lifecycles:
Marketing Services, which comprises data, marketing, demand generation, and managed marketing services
Sales Services
Fulfillment & Logistics
Customer Care
The above structure will allow us to operate more efficiently, in a more transparent manner, and will allow each business unit to focus on our main goal, which is driving client value and success.
We want to extend our gratitude to our entire leadership team and Board of Directors for their support throughout our journey with Project Elevate. Their invaluable insights and guidance have been instrumental in shaping our strategy and driving our investments.
Lastly, please be assured our management team and Board are fully aligned on our strategy and are committed to delivering sustained stockholder value in 2024 and onward.
With best regards,
| Jack Griffin | Kirk Davis |
|---|---|
| Chairman of the Board | Chief Executive Officer |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.