HARTE HANKS INC
For the period ended Dec 31, 2024. Filed Apr 8, 2025.
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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, 2024 · Filed Apr 8, 2025
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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 ☐ |
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| 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 paid previously with preliminary materials. | |
| ☐ | 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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| ☐ | 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 22, 2025 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 attend the Company’s 2025 annual meeting of stockholders (the "Annual Meeting"), which will be held virtually, exclusively via a live audio webcast on Thursday, May 22, 2025, at 2:00 P.M. Eastern Daylight Time, for the following purposes:
| Proposal | Board Recommendation |
|---|---|
| I. Election of four (4) Board nominees, each to serve until our 2026 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 Wolf & Company P.C. as Harte Hanks’ independent registered public accounting firm for the fiscal year ending December 31, 2025; 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 25, 2025, 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 Annual Meeting will be a held virtually, exclusively via a live audio webcast. Stockholders may access the meeting by visiting www.virtualshareholdermeeting.com/HHS2025, and entering the 16-digit control number, located on your proxy card. The Annual Meeting will begin promptly at 2:00 P.M. eastern daylight time. We encourage you to access the meeting prior to the start time.
The enclosed proxy statement and our Annual Report on Form 10-K (the “Annual Report”) for the fiscal year ended December 31, 2024 (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,
Jack Griffin
Chairman of the Board
April 8, 2025
Dear Fellow Shareholders:
As we reflect on 2024, Harte Hanks made meaningful progress in streamlining operations, strengthening our financial position, and laying the foundation for long-term growth. As we move into 2025, we recognize there is still important work ahead. Our top priority is accelerating sales momentum and driving revenue growth by refining our approach - shifting from a centralized sales structure to a business-segment focused model. With this in mind, let’s review our performance in 2024 and discuss our strategic priorities for 2025.
A Year of Meaningful Transformation – With More Work to Do
Throughout 2024, we focused on improving operational efficiencies and removing obstacles to growth. These initiatives have generated significant cost savings, strengthened our financial position, and created a more agile foundation for future success.
One of our most impactful initiatives was Project Elevate, a comprehensive cost-cutting and efficiency program that delivered $6 million in savings last year. This underscores our commitment to operational excellence and financial discipline, and we expect additional savings in 2025 as the program continues.
Another major milestone was the elimination of Pension Plan I in August 2024. By securing an annuity with Nationwide, we transferred $71.9 million in plan assets and made a final contribution of $6.1 million, effectively eliminating future pension obligations and Pension Benefit Guarantee Corporation premium payments for Pension Plan I. This action strengthens our balance sheet and frees up monthly cash flow for strategic investments.
We also optimized our real estate footprint, completing the wind-down of a legacy print facility lease in Jacksonville, Florida, and an office facility lease in St. Petersburg, Florida - generating substantial savings. Additionally, we are in the process of closing a second office facility in Trevose, Pennsylvania, which is expected to be finalized by Q2 2025. These strategic actions will further reduce costs, allowing us to reinvest in growth initiatives, technology, and other high-impact projects that drive long-term shareholder value.
As a result of these efforts, we ended 2024 with $9.9 million in free cash, zero debt, and an untapped $25 million credit facility. These achievements position Harte Hanks as a financially sound and agile company, ready to capitalize on growth opportunities in 2025.
While we made significant operational progress last year, we must acknowledge that our sales performance in 2024 did not meet expectations. Despite anticipating strong results in the third and fourth quarters, a combination of factors prevented the Company from achieving its growth objectives. This is a critical area for improvement in 2025 and many initiatives are currently underway. Strengthening our sales execution, refining our go-to-market strategy, and driving consistent revenue growth are top priorities as we work to enhance financial performance and deliver value to our shareholders. As discussed below, we have started this process.
Enhancing Our Business Model in 2025
As we enter 2025, we have taken decisive steps to refine our go-to-market strategy. We transitioned from a centralized sales model to a business-segment-driven approach, giving our segment leaders in Fulfillment & Logistics, Marketing Services, and Customer Care direct responsibility for driving sales growth in their respective areas. This new structure fosters greater accountability, sharper client focus, and stronger business expansion.
Looking ahead, we are prioritizing key innovations to better serve our clients. In 2025, we are focused on:
Leveraging AIin our call center and marketing services to enhance efficiency and improve customer campaign effectiveness.
Expanding our data capabilitiesby acquiring exclusive rights to specialized healthcare data, positioning us for growth in an increasingly data-driven marketplace.
Modernizing our boutique fulfillment operations, including upgrades to our East Bridgewater, Massachusetts, facility and fulfillment technology in Massachusetts and Kansas to meet increasing client demand and drive revenue growth.
A Commitment to Our Shareholders
Harte Hanks has undergone a significant transformation in recent years to align with evolving customer needs and industry dynamics. Our internal initiatives are designed to provide the flexibility, efficiency, and resilience necessary to drive sustainable, profitable growth. We have taken decisive actions to improve operational efficiencies, eliminate unnecessary costs, and enhance financial stability - all with the goal of delivering long-term value to our shareholders. 2024 was a transformative year for Harte Hanks, and we are excited about the road ahead. Our focus remains on operational excellence, innovation, and customer-centric strategies that will enable us to thrive in a competitive marketplace.
We deeply appreciate your investment, patience, and trust as we continue executing our strategic vision. The Board of Directors and management team remain committed to driving growth, enhancing profitability, and creating long-term value for our shareholders.
We look forward to sharing this journey with you in 2025 and beyond.
Sincerely,
John H. Griffin, Jr. David Fisher
Chairman of the Board Interim Chief Operating Officer
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.