Spok Holdings, Inc

This summary highlights information about Spok Holdings, Inc. (the “Company,” “Spok,” “we,” “our” or “us”) and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for our 2025 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all the information that you should consider in voting your shares. and you should carefully read the entire Proxy Statement. Spok, Inc. is our operating subsidiary and is an indirect wholly owned subsidiary of Spok.

VOTING MATTERS AND BOARD OF DIRECTORS RECOMMENDATIONS

Our Board of Directors ("Board") unanimously recommends that you vote on the accompanying proxy card or by telephone or via the Internet as set forth on the proxy card, as follows:

BOARD OF DIRECTORS NOMINEES

You are being asked to vote on the following six nominees for director. The following table sets forth the names, ages as of April 29, 2025, and certain other information for the six nominees. Each director is elected annually by a majority of the votes cast. Further information about each nominee can be found starting on page 55.

CORPORATE GOVERNANCE HIGHLIGHTS

STOCKHOLDER ENGAGEMENT

We value our stockholders' input and interact with our stockholders in a variety of ways. In 2024, our stockholder engagement included: 1) speaking with our largest stockholders throughout the year; 2) conducting quarterly reviews of our financial and operating results; 3) meeting individually with investors and other interested parties who requested meetings with management; 4) conducting a non-deal virtual roadshow to speak with the investment community; and 5) presenting at investor conferences. We welcome the opportunity to meet with stockholders. Our Investor Relations professional is the contact point for stockholder interaction with the Company. Stockholders can reach us at (952) 224-6096 or via email at al.galgano@spok.com.

COMPENSATION PROGRAM HIGHLIGHTS

•Annual base salary rates for current named executive officers ("NEOs") remained unchanged in 2024.

•We set rigorous goals for the 2024 short-term incentive plan (“STIP”) and paid awards based on achievement of these goals. We paid 2024 STIP awards above the incentive target for each NEO, primarily driven by Spok Care Connect Suite ("CCS") Operations bookings of $34.1 million and adjusted EBITDA of $29.2 million, which both increased over the prior year and were higher than target performance.

•The Company granted Restricted Stock Units (“RSUs”) to selected executives in January 2024 under the Long-Term Incentive Plan (“LTIP”). The equity-based award is divided between time served with the Company (50% time-based) and achieving aggregate performance goals (50% performance-based) for the cumulative three-year period beginning January 1, 2024 and ending December 31, 2026.

•Stock ownership guidelines remain in effect for all executive officers, including NEOs.

•Policies prohibiting pledging and hedging of our stock remain in effect for all executive officers, including NEOs.

KEY GOVERNANCE ELEMENTS IN OUR EXECUTIVE COMPENSATION PROGRAM

The following is a summary of specific elements of our 2024 executive compensation program designed to align the interests of our stockholders and executives:

Our Commitment to Corporate and Social Responsibility

Guided by our purpose and mindful of our stockholders, customers, communities and others whose trust we value, we are committed to establishing an industry-leading Corporate and Social Responsibility (“CSR”) program. We believe sustainability is a key part of our business strategy. We bring the experience, collaboration, resilience, and courage to explore new opportunities to address relevant issues to better manage risk and generate sustainable, long-term value for our stockholders, customers, healthcare partners and team members. Our Board recognizes the integral role that our corporate purpose and culture plays in the Company’s long-term success, and we believe our ability to proactively manage relevant risks and opportunities demonstrates the effective leadership and government principles that investors desire.

The Nominating and Governance Committee has formal responsibility and oversight for environmental and social policies and programs and receives reporting on key ESG matters and initiatives. The Nominating and Governance Committee also has oversight over our ESG Committee, an internal working group on ESG that is co-chaired by executive leaders who report directly to the CEO and comprised of employees from multiple business units. The ESG Committee serves as the central oversight body for our ESG strategies to fulfill our ESG mission in serving customers, stockholders, employees and the communities we impact through effective and sustainable practices.

Spok’s ESG policies, programs, and practice statements include the following (none of which are incorporated by reference):

•Environmental Management System

•Vendor Code of Conduct

•Enterprise Labor Rights Policy

•Conflict Minerals Policy

•Climate Policy

•Anti-Harassment and Non-Discrimination Policy

•Employee Handbook

•Annual ESG Report

Environmental Initiatives

The key components of our environmental initiatives include: strategically optimizing our real estate and facilities footprint; improving accessibility of our offices and the preservation of natural resources; empowering and educating our employees; monitoring vendors and suppliers and partnering with those who share our environmental values; producing ESG-focused products for clients, and serving as an ESG example for the public.

•We stock our office pantries with reusable or recyclable products.

•Our offices are located near public transportation or electric car charging stations.

•We have a longstanding practice of offering employees pre-tax public transportation allowances and subsidies.

•We emphasize our commitment to act as a responsible corporate citizen, endeavoring to lessen our environmental impact and make our operations environmentally efficient.

•Our Green Working Team brings together employees who are passionate and knowledgeable about the environment and who want to make a difference in their office and community.

•We offer employee awareness training on ESG topics, such as supply chain, consumption, waste reduction/recycling, travel and what employees can do to impact their community.

•We encourage suppliers to adopt sustainability and environmental practices in line with our published Vendor Code of Conduct.

To the extent practical, we expect our vendors to provide us with a reporting and transparency commitment related to sustainability and environmental impacts.

Sustainability

There is a growing need to manage climate risks globally. The Company embraces resource sustainability and environmental restoration as key methods for value creation. Our wireless and software solutions help our clients develop paperless processes that eliminate waste and benefit the economy and the environment. The Company's products and services and internal policies — ranging from our employees' ability to work remotely to proper handling, recovery, and recycling of electronic equipment (laptops, modems, transmitters, and batteries) — help our employees and customers use less energy, and therefore create fewer greenhouse gas emissions for a given amount of activity. To learn more about our sustainability efforts, please visit our Company website atwww.spok.com/about-spok/investor-relations/. Information on the Company’s website is not, and shall not be deemed to be a part of this Proxy Statement or incorporated into any other filings the Company makes with the SEC.

Equal Opportunity

Attracting, developing, and motivating the best people is critical to our success. We strive to create a working environment where employees feel respected and valued for their contributions. We have invested in a new employee recognition program and enhanced the ability for employees to set their own work objectives in line with the Company’s goals.

We strive to provide an inspiring, impactful and dynamic experience to all of our employees. We invest in our employees to ensure we remain an employer of choice and to inspire leadership, creativity, execution and personal growth. In our daily work, we value and reward client focus, integrity, collaboration, expertise and accountability, and we reinforce these values by embedding them into our programs, policies and processes.

The Board, Nominating and Governance Committee, and management regularly engage in in-depth discussions, including discussions regarding the alignment of our culture with our corporate strategy, efforts to shape our corporate culture, succession planning, talent development, and other initiatives.

We have an Inclusion Council, separate from our ESG Committee, made up of employees representing multiple business segments and various levels of seniority. The Council is committed to fostering a workplace culture that values collaboration, respect, and equal opportunity and supports our Company’s core values. Being accountable to one another for our actions is a big part of who we are. The Council works to enhance awareness and engagement and to support leadership in optimizing the contributions of the Company. The Council provides recommendations for education, training, and tools to help employees grow professionally, while fostering an inclusive work environment. The Council reports their activity to the ESG Committee so that their activity can be reported in our annual Sustainability Report.

Our human capital management strategy focuses on promoting a culture that respects all voices and reflects our core values. Recently, we developed a Corporate and Social Responsibility Policy that details this commitment. By taking an integrated approach that focuses on both opportunities and risks, we believe our evolving CSR strategy allows us to proactively address key reputational and operational risks that threaten the sustainability of our business.

Our solutions improve communications in critical situations, supporting organizations that save lives. It is why we believe strongly in being a good corporate citizen and promoting a company culture of giving back. Through volunteering, charitable fundraising, and other efforts, we provide support that improves people’s lives and makes the world a better place. We have created a culture of giving back and are committed to keeping corporate responsibility a part of everyday work. Our success as a company results from the care and compassion of our team members who bring our culture to life each day. Our team members generously volunteer their time each year, making their communities stronger for everyone.

Corporate and Social Responsibility Engagement

As we consult with our employees, state and community leaders, sustainability professionals and labor and non-profit groups about ways to expand our CSR metrics and enhance our planning process, we continue to develop specific quantitative targets for sustainability goals, and we intend to report the Company’s progress toward meeting those goals.

Key CSR efforts include:

•Annual workforce training;

•Approved Vendor Certification program;

•Charitable contributions and partnerships with American Lung Association, American Red Cross and Alzheimer’s Association;

•Donation drives for the military and first responders;

•Comprehensive corporate wellness program that includes confidential employee assistance counseling, promoting mental, physical, social, and financial health;

•Public safety briefings and workshops;

•Ongoing engagement on third-party CSR initiatives, including the Sustainability Accounting Standards, Responsible Business Alliance Code of Conduct, Universal Declaration of Human Rights, International Labor Organization (ILO) International Labor Standards, Organization for Economic Cooperation and Development (OECD) Guidelines for Multinational Enterprises, and ISO and Social Accountability 8000 standards;

•Using environmentally preferred materials ("EPMs") where possible;

•Reducing packaging volume to help lower transportation costs;

•Recycling, refurbishing and/or reusing our products and materials;

•Providing recycling information on product labels;

•Using environmentally friendly cleaning and personal care products; and

•Reducing the volume of waste in landfills.