UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

September 14, 2017 (September 13, 2017)

Date of Report (Date of Earliest Event Reported)

 

Harte Hanks, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

1-7120

 

74-1677284

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

9601 McAllister Freeway, Suite 610

San Antonio, Texas  78216

(210) 829-9000

(Address of principal executive offices and Registrant’s telephone number, including area code)

 

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:

 

o             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o             Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o             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 o

 

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. o

 

 

 


 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 13, 2017, Harte Hanks, Inc. (the “Company”) and Karen A. Puckett (the Company’s President & Chief Executive Officer) amended the terms of the Company’s Employment Agreement with Ms. Puckett dated as of September 13, 2015 (the “Employment Agreement”), to provide, among other things, that 20% of Ms. Puckett’s  base salary for the period from September 1, 2017 through December 31, 2017 shall be paid in the form of the Company’s common stock to be issued on December 31, 2017.  The foregoing description of the amendment to the Employment Agreement is subject to and qualified in its entirety by reference to the full text of such amendment which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibit is being filed herewith:

 

10.1                 Letter Agreement, effective September 13, 2017, by and between Harte Hanks, Inc. and Karen A Puckett, amending Employment Agreement with Karen A. Puckett

 

2


 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

10.1

 

Letter Agreement, effective September 13, 2017, by and between Harte Hanks, Inc. and Karen A Puckett, amending Employment Agreement with Karen A. Puckett

 

3


 

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.

 

 

 

Dated: September 14, 2017

 

 

 

By:

/s/ Robert L. R. Munden

 

 

Executive Vice President,

 

 

General Counsel & Secretary

 

4

Exhibit 10.1

 

 

9601 McAllister Freeway, Suite 610

San Antonio, Texas  78216

 

September 6, 2017

 

Ms. Karen A. Puckett

3615 Meadow Lake Lane

Houston, Texas  77027

 

Re:  Amendment of Employment Agreement

 

Dear Karen:

 

Reference is made to your Employment Agreement dated September 13, 2015 (the “Employment Agreement”).  This letter reflects our understanding and agreement that for the period from September 1, 2017 through and including December 31, 2017, 20% of your Base Salary shall be paid in the form of a Stock Award (as such term is defined in the Company’s 2013 Omnibus Incentive Plan, the “Plan”).  Accordingly on December 31, 2017, you will be issued a Stock Award under the Plan for the after-tax value of $51,639.23 ( i.e. , 20% of your current Base Salary for such four-month period) in an amount determined by dividing $51,639.23 (less applicable withholding taxes) by the Fair Market Value of Harte Hanks’ Common Stock on such date.  Such Stock Awards shall not be subject to vesting.

 

The forgoing grants are subject to (i) the provisions of the Plan (including any Award Document), and (ii) ratable adjustment in the event your employment with Harte Hanks is terminated for any reason.  Furthermore, nothing in this letter shall constitute any assurance that your employment is other than “at-will,” and except as expressly modified herein, no other amendments to you Employment Agreement are intended or made hereby.  Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Employment Agreement or Plan, as appropriate.

 

If the foregoing accurately reflects your agreement and understanding, please indicate so by countersigning below and returning a copy of the letter to the Chairman of the Board.

 

Sincerely,

 

 

 

 

 

/s/ Robert L. R. Munden

 

 

Robert L. R. Munden

 

 

EVP, General Counsel & Secretary

 

 

 

 

 

 

 

/s/ Karen A. Puckett

 

 

Karen A. Puckett

 

 

September  13, 2017

 

hartehanks.com