UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
August 28, 2018
Date of Report (Date of Earliest Event Reported)
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Harte Hanks, Inc.
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Exact Name of Registrant as Specified in its Charter
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Delaware
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1-7120
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74-1677284
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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9601 McAllister Freeway, Suite 610
San Antonio, Texas 78216
(210) 829-9000
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(Address of principal executive offices and Registrant’s telephone number, including area code)
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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 August 28, 2018, the Board of Directors of Harte Hanks, Inc. (the “Company”) announced that Karen Puckett has stepped down as President and Chief Executive Officer, as well as resigned from her membership on the Company’s Board of Directors (the “Board”) and any officer and director positions with the Company’s subsidiaries, effective immediately. The Company and Ms. Puckett have entered into a separation agreement memorializing the terms of her transition and separation of employment (the “Separation Agreement”). The Separation Agreement provides that Ms. Puckett will receive (i) $485,000, payable over 12 months, (ii) reimbursement for the employer portion of continuation coverage premiums under the Consolidated Omnibus Budget Reconciliation Act until the earlier of the 18-month anniversary of her separation date and the date that she becomes eligible for welfare benefit coverage with a new employer or service recipient, and (iii) up to $10,000 in attorneys’ fees incurred in connection with the Separation Agreement. The Separation Agreement also contains a limited mutual release and ratifies the mutual-non-disparagement obligations, confidentiality and non-solicitation covenants in Ms. Puckett’s employment agreement with the Company, dated September 13, 2015 (the “Employment Agreement”). In connection with the Separation Agreement, the term of the non-competition provision in the Employment Agreement was reduced to 6 months.
In order to ensure continuity and strategic direction going forward, the Company has created a temporary office of the CEO (the “Office of the CEO”) to serve as a leadership group and share the duties of the CEO until a new leader is appointed. Those appointed to the Office of the CEO include Company executives Jon Biro, Chief Financial Officer and Executive Vice President, who will also serve as the Company's principal executive officer during this transition period, and Andrew Harrison, Executive Vice President of Contact Centers & CHRO, as well as Board members Jack Griffin and Martin Reidy. In connection with their service in the Office of the CEO, Messrs. Griffin and Reidy will receive a $25,000 monthly retainer and grants of $100,000 in restricted stock units, half of which are time-based and the remainder of which are performance-based.
The Company said it is conducting a search to identify a world-class CEO to guide it through the next phase of growth.
The information specified in Item 5.02(c)(2) with respect to Mr. Biro, Mr. Harrison, Mr. Griffin and Mr. Reidy is included in the Company’s proxy statement, filed on July 13, 2018, and is incorporated by reference herein.
On August 28, 2018, the Company issued a press release in connection with the announcement of Ms. Puckett’s separation. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
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.
HARTE HANKS, INC.
Date: August 28, 2018 By:
/s/ Jon C. Biro
Name: Jon C. Biro
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Title:
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Chief Financial Officer and Executive Vice President
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EXHIBIT INDEX
Harte Hanks Unveils CEO Transition Plan Amid Ongoing Strategic Shift
Karen Puckett to Step Down as President and CEO effective immediately
Temporary Office of the CEO Created to Leverage Expertise of Executive Leadership and Recently Appointed Directors
Board Launches Search to Identify World-Class CEO
August 28, 2018 – San Antonio – Harte Hanks today announced that Karen Puckett will be stepping down as President and Chief Executive Officer effective immediately. In the interim, the Board of Directors has created a temporary Office of the CEO to provide continuity and strategic direction as it conducts a search to identify a world-class CEO to guide the company through the next phase of growth.
Drawing on the deep, multidisciplinary expertise of Harte Hanks’ executive leadership and independent directors, the Office of the CEO will be composed of board members Jack Griffin, a Managing Director of M&A firm Oaklins DeSilva+Phillips, and Martin Reidy, former CEO and President of marketing agency Ansira Partners. Also joining the Office of the CEO are Harte Hanks executives Jon Biro, CFO and Executive Vice President, and Andrew Harrison, EVP of Contact Centers & CHRO.
“We would like to thank Karen for working constructively with the reconstituted board to act in the best interests of shareholders and customers. As part of the company’s ongoing effort to ensure world-class leadership, focus on client service and drive profitability, we felt this was the right time to take decisive steps to identify the next generation of leadership for our company,” said Alfred Tobia, Chairman of the Board. “In particular, with burgeoning M&A in the marketing services space, we believe there are exciting opportunities to help us accelerate growth while building upon the strengths of our full client offering.”
About Jack Griffin:
Jack Griffin is a Managing Director at Oaklins DeSilva+Phillips, an advisory firm in New York City focused on mid-market M&A transactions, valuations and restructurings for firms in media, marketing services, information, education and health care communications. Previously, as CEO of Tribune Publishing Company, Griffin led the 2014 spin-off of the Newspaper Division from Tribune Company into a separate publicly-traded company on the NYSE. Before Tribune, Griffin co-founded and was CEO of Empirical Media Advisors LLC, a consulting firm that assisted legacy media companies with digital transition, restructuring and strategic planning. He was also a Senior Advisor at Alix Partners LLP, a major worldwide restructuring firm. In former operating roles, Griffin was CEO at Time, Inc., President of the Publishing Group at Meredith Corporation and President & Publisher of
Parade
magazine.
About Martin Reidy:
A distinguished digital and direct marketing industry veteran, Martin Reidy was recently the Chief Executive Officer and President of Ansira Partners, a digital marketing agency. Reidy previously served as the Chief Executive Officer and President of Meredith Xcelerated Marketing (a marketing services division within Meredith Publishing Inc.). He was also the Chief Executive Officer and President of Publicis Modem and R/GA (leading digital advertising and relationship marketing services firms). Additionally, he was Senior Vice President of Global Strategy & Acquisitions at EMI Music/Capitol Records and was a Partner at Bain & Company. Reidy has led teams of over 2,500 employees spread across 50 countries managing marquee client accounts with Fortune 500 global brands. He holds an MBA from Wharton and a BS in Business from The University of California at Berkeley.
About Jon Biro:
Jon Biro is the Chief Financial Officer of Harte Hanks, a position he’s held since November 2017. Prior to joining Harte Hanks, Biro served in similar roles for Exterran Holdings, Inc. and Consolidated Graphics. Biro is a graduate of The University of Texas at Austin and holds a Masters in Accountancy from the University of Houston, C.T. Bauer College of Business.
About Andrew Harrison:
Andrew Harrison is the EVP, Contact Centers & CHRO of Harte Hanks where he leads operations and is responsible for Customer Experience Support, delivering customer support, demand generation and back office marketing services to the Company’s clients. With almost 20 years at the Company, Harrison has helped to lead change at Harte Hanks through acquisitions, functional consolidations, and process improvement – delivering improved top- and bottom-line performance. Harrison is a graduate of Baylor University.
About Harte Hanks:
Harte Hanks is a global marketing services firm specializing in multi-channel marketing solutions that connect our clients with their customers in powerful ways. Experts in defining, executing and optimizing the customer journey, Harte Hanks offers end-to-end marketing services including consulting, strategic assessment, data, analytics, digital, social, mobile, print, direct mail and contact center. From visionary thinking to tactical execution, Harte Hanks delivers smarter customer interactions for some of the world’s leading brands. Harte Hanks’ approximately 4,000 employees are located in North America, Asia-Pacific and Europe. For more information, visit Harte Hanks at www.hartehanks.com, call 800-456-9748, or email us at pr@hartehanks.com. Follow us on Twitter @hartehanks or Facebook at https://www.facebook.com/HarteHanks.
As used herein, “Harte Hanks” or “the Company” refers to Harte Hanks, Inc. and/or its applicable operating subsidiaries, as the context may require. Harte Hanks’ logo and name are trademarks of Harte Hanks.
Contact
Robby Tepper, Finsbury
(646) 805-2000