Exhibit 10.1
VOTING AND STANDSTILL AGREEMENT
This Voting and Standstill
Agreement (“Agreement”) is entered into as of March 20, 2022, by and between Spōk Holdings, Inc.,
a Delaware corporation (the “Company”), Braeside Investments, LLC, a Delaware limited liability company, Braeside
Capital, L.P., a Texas limited partnership, and Braeside Capital II, L.P., a Texas limited partnership (collectively, the “Braeside
Parties”) (each of the Company and the Braeside Parties, a “Party” to this Agreement, and collectively,
the “Parties”).
RECITALS
WHEREAS, the Braeside Parties
have voting power or sole dispositive power or otherwise have beneficial ownership of 1,080,127 shares (the “Current Position”)
of the common stock, par value $0.0001 per share, of the Company (the “Common Stock”) as of the date of this
Agreement; and
WHEREAS, as of the date of
this Agreement, the Company and the Braeside Parties have determined to come to an agreement with respect to certain matters set forth
below; and
NOW, THEREFORE, in consideration
of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows:
1. Reduction
in Board Size; Board Nomination. The Nominating and Governance Committee of the Board of Directors of the Company (the “Board”)
and the Board shall take all necessary action to (a) reduce the size of the Board to six (6) directors, consisting of Bobbie
Byrne, Chris Cournoyer, Randy Hyun, Vince Kelly, Brett Shockley and Todd Stein, effective as of immediately prior to the opening of the
polls on the election of directors at the 2022 Annual Meeting of the Company (the “Annual Meeting”) and announce
the foregoing no later than March 23, 2022, and (b) recommend the re-election of Todd Stein to the Board at the 2022 Annual
Meeting.
2. Representations
of the Braeside Parties. The Braeside Parties represent and warrant to the Company as of the date hereof as follows:
(a) The
Braeside Parties are the beneficial owners of 1,080,127 shares of Common Stock, such shares of Common Stock constitute all of the Common
Stock beneficially owned by the Braeside Parties and the Braeside Parties have no agreements, understandings or undertakings with any
third party to share or delegate disposition or voting control over such shares of Common Stock, or to transfer, hypothecate or lend
such shares of Common Stock.
(b) Each
of the Braeside Parties has the power and authority to execute and deliver this Agreement. This Agreement (i) has been duly and
validly authorized by each of the Braeside Parties and constitutes a legal, valid and binding obligation of each of the Braeside Parties
enforceable against each of the Braeside Parties in accordance with its terms except as may be limited by bankruptcy, insolvency or similar
laws affecting creditors’ rights and general equitable principles, (ii) does not require the approval of any investor in or
member of the Braeside Parties and (iii) does not violate any law, order of any court or any governmental agency or regulation or
the charter or any organizational document of the Braeside Parties, or conflict with, result in a breach of or constitute a default under
any agreement or instrument by which the Braeside Parties or any of their respective assets is bound.
3. Representations
of the Company. The Company represents and warrants to the Braeside Parties as of the date hereof that it has the corporate power
and authority to execute and deliver this Agreement. This Agreement (i) has been duly and validly authorized by the Company and
constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except
as may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights and general equitable principles and (ii) does
not violate any law, order of any court or any agency or regulation or the Company’s Certificate of Incorporation (the “Charter”)
or the Bylaws (the “Bylaws”), or conflict with, result in a breach of or constitute a default under any agreement
or instrument by which the Company or any of its assets or the assets of its subsidiaries are bound.
4. Voting
Commitments. The Braeside Parties shall appear in person or by proxy for quorum purposes at the 2022 Annual Meeting, including any
adjournment or postponement thereof, to vote all of the shares of Common Stock beneficially owned by the Braeside Parties on the record
date (if the 2022 Annual Meeting is within thirty (30) days of the anniversary of the Company’s 2021 Annual Meeting of Stockholders,
such number of shares shall be no less than 90% of the Current Position) for such meeting (i) in favor of all persons nominated
by the Board to serve as directors of the Company and against any stockholder nominated candidate not endorsed by the Board, (ii) to
ratify the appointment of the Company’s independent registered public accounting firm and (iii) in accordance with the Board’s
recommendation with respect to the Company’s “say-on-pay” proposal (collectively, the “2022 Proposals”),
provided, that Braeside Parties shall have the right to vote the shares of Common Stock beneficially owned by the Braeside Parties in
their sole discretion with respect to all other proposals brought before the 2022 Annual Meeting. The Braeside Parties shall provide
written evidence of the votes made in accordance with the foregoing sentence to the Company no later than ten business days before the
2022 Annual Meeting.
5. Standstill.
(a) From
the date of this Agreement until the expiration of the Standstill Period (as defined below), except as specifically authorized by the
Board, each Braeside Party shall not, and shall cause its respective Affiliates, principals, directors, general partners, officers, employees
and, to the extent acting on its behalf or at its direction, agents and other representatives (collectively, the “Related
Persons”) not to, directly or indirectly:
(i) make
any announcement or proposal with respect to, or offer, seek, propose or indicate an interest in (A) any form of business combination
or acquisition or other transaction relating to assets or securities of the Company or any of its subsidiaries, (B) any form of
restructuring, recapitalization or similar transaction with respect to the Company or any of its subsidiaries or (C) any form of
tender or exchange offer for shares of Common Stock, whether or not such transaction involves a Change of Control of the Company (it
being understood that the foregoing shall not prohibit Investors or their Affiliates from acquiring Common Shares by means other than
a tender or exchange offer within the limitations set forth in Section 5(c));
(ii) engage
in any solicitation of proxies or written consents to vote (or withhold the vote of) any voting securities of the Company, or conduct
any binding or nonbinding referendum with respect to any voting securities of the Company, or assist or participate in any other way,
directly or indirectly, in any solicitation of proxies (or written consents) with respect to any voting securities of the Company, or
otherwise become a “participant” in a “solicitation,” as such terms are defined in Instruction 3 of Item 4 of
Schedule 14A and Rule 14a-1 of Regulation 14A, respectively, under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), to vote (or withhold the vote of) any securities of the Company;
(iii) seek
to advise, encourage or influence any person with respect to the voting of (or execution of a written consent in respect of) acquisition
of or disposition of any securities of the Company;
(iv) take
any action in support of or make any proposal or request that constitutes (or would constitute if taken), or make any public statement
or have a discussion with any known shareholder of the Company concerning or with the effect of: (A) advising, controlling, changing
or influencing the Board or management of the Company, including any plans or proposals to change the voting standard with respect to
director elections, number or term of directors or to fill any vacancies on the Board, except as set forth in this Agreement, (B) any
change in the capitalization, stock repurchase programs and practices, or dividend policy of the Company, (C) any other change in
the Company’s management, business, or corporate structure, (D) seeking to have the Company waive or make amendments or modifications
to the Charter or Bylaws, or other actions that may impede or facilitate the acquisition of control of the Company by any person, (E) causing
a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, any securities exchange or (F) causing
a class of securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act;
(v) engage
in any course of conduct with the purpose of causing stockholders of the Company to vote contrary to the recommendation of the Board
on the 2022 Proposals for their vote at any meeting of the Company’s stockholders or by written consent;
(vi) call
or seek to call, or request the call of, alone or in concert with others, any meeting of stockholders, whether or not such a meeting
is permitted by the Charter or Bylaws, including any “town hall meeting”;
(vii) deposit
any shares of Common Stock in any voting trust or subject any shares of Common Stock to any arrangement or agreement with respect to
the voting of any shares of Common Stock (other than any such voting trust, arrangement or agreement solely among the Investors or any
Affiliates thereof that is otherwise in accordance with this Agreement);
(viii) act,
seek, facilitate or encourage any person to submit nominations or proposals, whether in furtherance of a “contested solicitation”
or otherwise, for the appointment, election or removal of directors or otherwise with respect to the Company or seek, facilitate, encourage
or take any other action with respect to the appointment, election or removal of any directors;
(ix) Other
than with respect to the “group” identified on Amendment No. 1 to the Schedule 13D filed by Braeside Investments, LLC
with the Securities and Exchange Commission on April 11, 2018, join or in any other way participate in any “group” (within
the meaning of Section 13(d)(3) of the Exchange Act or otherwise) with respect to the Company or its securities; provided,
however, that nothing in this Agreement shall limit the ability of an Affiliate of the Braeside Parties to join the existing “group”
following the execution of this Agreement upon notice to the Company, so long as any such Affiliate first agrees to be bound in writing
by the terms and conditions of this Agreement (it being understood that any Schedule 13D amendment or other legally required update and
the contents thereof may not violate any of the restrictions set forth in this Agreement);
(x) demand
a copy of the Company’s list of stockholders or its other books and records or make any request under Section 220 of the Delaware
General Corporation Law or equivalent state or federal laws;
(xi) commence,
encourage, join as a party, or support any litigation, arbitration, derivative action in the name of the Company or any class action
or other proceeding against the Company or any of its current or former officers or directors, in each case with the intent of circumventing
the provisions of this Section 5 or Section 6, or take any action challenging the validity or enforceability
of any of the provisions of this Section 5; provided, however, that the foregoing shall not prevent any Braeside
Party from (A) bringing litigation against the Company to enforce the provisions of this Agreement, (B) making counterclaims
with respect to any proceeding initiated by or on behalf of the Company against a Braeside Party or (C) responding to or complying
with a validly issued legal process that neither the Braeside Parties nor any of their Affiliates initiated, encouraged or facilitated;
provided that the Braeside Parties shall, to the extent permitted by law, provide the Company with notice of such legal process and will
cooperate with the Company, at the Company’s sole expense, in seeking a protective order or other remedy to the extent applicable;
(xii) make
any request or submit any proposal to amend or waive the terms of this Section 5 other than through non-public communications
with the Company that would not be reasonably expected to result in or involve public disclosure obligations for any party; or
(xiii) enter
into any discussions, negotiations, agreements or understandings with any person or entity with respect to any action the Investors are
prohibited from taking pursuant to this Section 5, or advise, assist, knowingly encourage or seek to persuade any person
or entity to take any action or make any statement with respect to any such action, or otherwise take or cause any action or make any
statement inconsistent with any of the foregoing.
Notwithstanding the foregoing,
nothing in this Section 5 or elsewhere in this Agreement shall prohibit or restrict the Braeside Parties from: (x) communicating
privately with the Board or any executive officer or director of the Company, regarding any matter, so long as such communications are
not intended to, and would not reasonably be expected to, require any public disclosure of such communications and subject to the confidentiality
obligations to the Company of any such director or officer; and (y) privately communicating to any of their potential investors
or their investors publicly available information that does not otherwise violate this Agreement regarding the Company consistent with
prior practice in any of the Braeside Parties’ annual and quarterly investor letters, provided such communications are not reasonably
expected to be publicly disclosed and are understood by all parties to be private communications and not undertaken with the intent to
circumvent Section 5 of this Agreement.
(b) Notwithstanding
anything set forth herein to the contrary, upon the public announcement by the Company of entry into a definitive agreement for a transaction
that would constitute a Change of Control, this Agreement shall immediately and automatically terminate in its entirety and no party
hereunder shall have any further rights or obligations under this Agreement; provided, however, no party shall be released
from any breach of this Agreement that occurred prior to the termination of this Agreement.
(c) For
purposes of this Agreement:
(i) “Affiliate”
shall mean any “Affiliate” as defined in Rule 12b-2 promulgated by the SEC under the Exchange Act;
(ii) “Associate”
shall mean any “Associate” as defined in Rule 12b-2 promulgated by the SEC under the Exchange Act;
(iii) “beneficial
owner” and “beneficial ownership” shall have the same meanings as set forth in Rule 13d-3
promulgated by the SEC under the Exchange Act;
(iv) a
“Change of Control” transaction shall be deemed to have taken place if (A) any person is or becomes a
beneficial owner, directly or indirectly, of securities of the Company representing more than 50% of the equity interests and voting
power of the Company’s then outstanding equity securities, (B) the Company effects a merger or a stock-for-stock transaction
with a third party whereby immediately after the consummation of the transaction the Company’s stockholders retain less than 50%
of the equity interests and voting power of the surviving entity’s then outstanding equity securities or (C) the Company sells
all or substantially all of the Company’s assets to a third party;
(v) “person”
or “persons” shall mean any individual, corporation (including not-for-profit), general or limited partnership,
limited liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature; and
(vi) “Standstill
Period” shall mean the period commencing on the date of this Agreement and ending on the date that is one day after the
date of the 2022 Annual Meeting
6. Mutual
Non-Disparagement.
(a) Each
Braeside Party agrees that, until the expiration of the Standstill Period, neither it nor any of its Affiliates will, and it will cause
each of its Affiliates and Related Persons not to, directly or indirectly, in any capacity or manner, make, express, transmit, speak,
write, verbalize or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of
the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal,
in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory towards, or critical of, the
Company or any of its past or present directors, officers, Affiliates, subsidiaries, employees, agents or representatives (collectively,
the “Company Representatives”), or that reveals, discloses, incorporates, is based upon, discusses, includes
or otherwise involves any confidential or proprietary information of the Company or its subsidiaries or Affiliates, or to malign, harm,
disparage, defame or damage the reputation or good name of the Company, any Company Representative or the Company’s business; provided,
however, that the foregoing shall not prevent the Investor Group from privately communicating to the Company, or any directors
or executive officers of the Company factual information based on publicly available information. Nothing herein or elsewhere in this
Agreement shall restrict the ability of any person to comply with any subpoena or other legal process or respond to a request for information
from any governmental authority with jurisdiction over the party from whom information is sought.
(b) The
Company agrees that, until the expiration of the Standstill Period, neither it nor any of its executive officers or directors will, directly
or indirectly, in any capacity or manner, make, express, transmit, speak, write, verbalize or otherwise communicate in any way (or cause,
further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration,
communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably
be construed to be derogatory towards, or critical of, any Braeside Party or any of its past or present directors, officers, Affiliates,
subsidiaries, employees, agents or representatives (collectively, the “Braeside Representatives”), or that
reveals, discloses, incorporates, is based upon, discusses, includes or otherwise involves any confidential or proprietary information
of any Braeside Party or its Affiliates, or to malign, harm, disparage, defame or damage the reputation or good name of any Braeside
Party, any Braeside Representative or any Braeside Party’s business; provided, however, that the foregoing shall
not prevent private communications to the Braeside Parties or Braeside Representatives of factual information based on publicly available
information. Nothing herein or elsewhere in this Agreement shall restrict the ability of any person to comply with any subpoena or other
legal process or respond to a request for information from any governmental authority with jurisdiction over the party from whom information
is sought.
(c) Notwithstanding
the foregoing, nothing in this Section 6 or elsewhere in this Agreement shall prohibit any party to this Agreement from making
any statement or disclosure required under the federal securities laws or other applicable laws, rules or regulations so long as
such requirement is not due to a breach by any party of this Agreement; provided, that such party must, to the extent legally permissible
and practicable, provide written notice to the other party at least five (5) business days prior to making any such statement or
disclosure required under the federal securities laws or other applicable laws, and shall reasonably consider any comments of the other
party. The limitations set forth in Sections 6(a) and 5(b) shall not prevent any party to this Agreement
from responding to any public statement made by the other party of the nature described in Sections 6(a) and 5(b) if
such statement by the other party was made in breach of this Agreement.
7. Press
Release. The Parties agree that the Company shall issue a press release and file a Current Report on Form 8-K in substantially
the forms agreed to between the Parties promptly following the execution and delivery of this Agreement by the Parties.
8. Actions
as Director. Notwithstanding anything set forth herein to the contrary, this Agreement shall not limit in any respect the actions
of Todd Stein solely in his capacity as a director of the Company, recognizing that such actions are subject to such director’s
fiduciary duties to the Company and its stockholders (it being understood and agreed that neither the Braeside Parties nor any of their
respective Affiliates shall seek to do indirectly through Todd Stein (or his successor) anything that would be prohibited if done by
the Braeside Parties or any of their respective Affiliates).
9. Miscellaneous.
(a) Specific
Enforcement; Special Remedy. Each of the Parties agrees that the other Party would be irreparably injured in the event that any provision
of the Agreement is breached or not performed. Accordingly, it is agreed that each Party shall be entitled to temporary and permanent
injunctive relief with respect to each and any breach or purported repudiation of this Agreement by the other and to specifically enforce
strict adherence to this Agreement and the terms and provisions hereof against the other in any action instituted in a court of competent
jurisdiction, in addition to any other remedy which such aggrieved Party may be entitled to obtain. Moreover, in the event of the breach
of any of the provisions of this Agreement, timeliness in obtaining relief is of the essence.
(b) Amendments;
Waiver. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writing without
a writing signed by the Parties. No delay on the part of either Party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of either Party of any right, power or privilege hereunder operate as a waiver
of any other right, power or privilege hereunder, nor shall any single or partial exercise of any right, power or privilege hereunder,
preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
(c) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties.
This Agreement may not be assigned without the prior written consent of the other Party hereto.
(d) No
Third Party Beneficiaries. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person
or entity, other than the Parties and their respective successors and assigns, any legal or equitable right, remedy or claim under or
in respect of this Agreement and any conditions and provisions hereof being intended to be and being for the sole and exclusive benefit
of the parties hereto and their respective successors and assigns, and for the benefit of no other person or entity.
(e) Counterparts.
This Agreement may be executed in any number of counterparts and by the Parties in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
(f) Headings.
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
(g) Governing
Law; Choice of Venue.
(i) This
Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements made
and to be performed within that state.
(ii) Each
Party (A) consents to submit itself to the personal jurisdiction of the Court of Chancery or other federal or state courts of the
State of Delaware in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (B) agrees
that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (C) agrees
that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than
the Court of Chancery or other federal or state courts of the State of Delaware, and each Party irrevocably waives the right to trial
by jury and (D) each Party irrevocably consents to service of process by a reputable overnight mail delivery service, signature
requested, to the address of such Party’s principal place of business or as otherwise provided by applicable law.
(h) Severability.
If at any time subsequent to the date hereof, any provision of this Agreement shall be held by any court of competent jurisdiction to
be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision
shall have no effect upon the legality or enforceability of any other provision in this Agreement.
(i) Interpretation
and Construction. Each of the Parties acknowledges that it has been represented by counsel of its choice throughout all negotiations
that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each
Party and its counsel cooperated and participated in the drafting and preparation of this Agreement and the documents referred to herein,
and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not
be construed against any Party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that
would require interpretation of any ambiguities in this Agreement against any Party that drafted or prepared it is of no application
and is hereby expressly waived by each Party, and any controversy over interpretations of this Agreement shall be decided without regards
to events of drafting or preparation.
(j) Entire
Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof.
(k) Notices.
Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by e-mail to the e-mail address for a Party set forth below; and (iii) one (1) business day after deposit with a
nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses for
such communications shall be:
If to the Company or the
Board:
Spōk Holdings, Inc.
5911 Kingstowne Village Parkway
Alexandria, VA 22315
| Attention: | Vince Kelly |
| | Email: | Vince.Kelly@spok.com |
with a copy (which shall not constitute notice) to:
Latham & Watkins LLP
555 Eleventh Street, NW
Suite 1000
Washington, D.C. 20004
| Attention: | William O’Neill and
Christopher Drewry |
| E-mail: | William.O'Neill@retiredpartner.lw.com
and Christopher.Drewry@lw.com |
If to the Braeside Parties:
Braeside Investments, LLC
2911 Turtle Creek Boulevard
Suite 300
Dallas, TX 75219
(l) Termination.
Unless earlier terminated as provided in this Agreement, upon the expiration of the Standstill Period in accordance with Section 5,
this Agreement shall immediately and automatically terminate in its entirety and no Party shall have any further rights or obligations
under this Agreement; provided, however, no Party shall be released from any breach of this Agreement that occurred
prior to the termination of this Agreement.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement,
or caused the same to be executed by its duly authorized representative as of the date first above written.
| | SPŌK HOLDINGS, INC. |
| | |
| | By: |
/s/ Vincent D. Kelly |
| | Name: |
Vincent D. Kelly |
| | Title: |
Chief Executive Officer |
[Signature
Page to Voting and Standstill Agreement]|
| | BRAESIDE INVESTMENTS, LLC |
| | |
| | By: |
/s/ Todd Stein |
| | Name: |
Todd Stein |
| | Title: |
Manager |
| | |
| | Braeside
CAPITAL, L.P. |
| | |
| | By: |
/s/ Todd Stein |
| | Name: |
Todd Stein |
| | Title: |
Manager |
| | |
| | BRAESIDE CAPITAL II, L.P. |
| | |
| | By: |
/s/ Todd Stein |
| | Name: |
Todd Stein |
| | Title: |
Manager |
[Signature Page to Voting and Standstill
Agreement]
Exhibit 99.1
Spok Announces Reduction in Size of Board of
Directors
Aligns Board Size and Composition with New Strategic
Business Plan and Structure
Reaches Support Agreement with Braeside Investments
ALEXANDRIA, VA. –
March 21, 2022 – Spok Holdings, Inc. (NASDAQ: SPOK) (“Spok” or the “Company”), a global leader
in healthcare communications, today announced that it has reduced the size of its Board of Directors (the “Board”) to six
members to better align the Board’s size and composition with the Company’s recently announced business strategy.
As a result of the reduction in Board size, four incumbent directors
will not stand for re-election at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”): Blair Butterfield,
Stacia Hylton, Matthew Oristano and Chair Royce Yudkoff. Consistent with applicable law, all current directors will continue to serve
their full terms, which expire at the Annual Meeting. Additionally, the Board intends to select Christine M. Cournoyer as its new independent
Chair after the Annual Meeting.
The Board’s director nominees standing for election at the Annual
Meeting will be Dr. Bobbie Byrne, Christine Cournoyer, Randy Hyun, Vincent Kelly, Brett Shockley and Todd Stein. If these six nominees
are elected to the Board, the new average tenure of the independent directors will be less than three years.
Ms. Cournoyer, Chair of the Nominating and Governance Committee,
said, “We would like to sincerely thank Blair, Stacia and Matthew for their important contributions on the Board. I would also like
to especially extend our gratitude to Royce for his tireless service as Chair. The perspectives and experience these directors have contributed
over the years has been extremely valuable. We wish these departing directors great success in their future endeavors.”
On February 17, 2022, Spok announced a new strategic business
plan to maximize revenue and cash generation from its established lines of business (the Spok Care Connect Suite including Spok Mobile,
and Wireless services), while prioritizing returning capital to shareholders. The Company’s previously announced review of strategic
alternatives remains ongoing.
Ms. Cournoyer continued, “As Spok executes our strategic
shift, we believe these changes to the Board will best reflect the appropriate needs of the Company, while allowing us to maintain our
commitment to having a diversity of perspectives and backgrounds among our directors. We remain focused on maximizing value for all our
shareholders.”
Additionally, in recognition and support of these changes, the Company
has reached an agreement with significant shareholder Braeside Investments, LLC (“Braeside”) under which Braeside will support
the election of the Board’s slate of director candidates at the Annual Meeting.
Todd Stein, Co-Investment Manager at Braeside, said “We are fully
supportive of Spok’s strategic shift and look forward to the Company succeeding in this next phase. The changes to the Board being
announced today will not only right-size the number of directors to the needs of the Company, but will also ensure that management has
the right support to execute Spok’s business plan. I look forward to working with the rest of the Board and with management to deliver
for Spok’s shareholders.”
About Spok
Spok, Inc.,
a wholly owned subsidiary of Spok Holdings, Inc. (NASDAQ: SPOK), headquartered in Alexandria, Virginia, is proud to be a global
leader in healthcare communications. We deliver clinical information to care teams when and where it matters most to improve patient
outcomes. Top hospitals rely on the Spok Care Connect® platform to enhance workflows
for clinicians and support administrative compliance. Our customers send over 100 million messages each month through their Spok®
solutions. When seconds count and patients’ lives are at stake, Spok enables smarter, faster clinical communication.
Spok is a trademark of Spok Holdings, Inc. Spok
Mobile and Spok Care Connect are trademarks of Spok, Inc.
Safe Harbor Statement under the Private Securities Litigation Reform
Act
Statements contained herein or in prior press
releases which are not historical fact, such as statements regarding Spok’s future operating and financial performance, future dividend
payments and the outcome of the Company’s strategic alternatives review, are forward-looking statements for purposes of the safe
harbor provisions under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties
that may cause Spok’s actual results to be materially different from the future results expressed or implied by such forward-looking
statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, risks
related to Spok’s new strategic business plan, including its ability to maximize revenue and cash generation from its established
businesses and return capital to shareholders, risks related to the COVID-19 pandemic and its effect on our business and the economy,
other economic conditions such as recessionary economic cycles, higher interest rates, inflation and higher levels of unemployment, declining
demand for paging products and services, continued demand for our software products and services, our dependence on the U.S. healthcare
industry, our ability to develop additional software solutions for our customers and manage our development as a global organization,
the ability to manage operating expenses, particularly third-party consulting services and research and development costs, future capital
needs, competitive pricing pressures, competition from traditional paging services, other wireless communications services and other software
providers, many of which are substantially larger and have much greater financial and human capital resources, changes in customer purchasing
priorities or capital expenditures, government regulation of our products and services and the healthcare and health insurance industries,
reliance upon third-party providers for certain equipment and services, unauthorized breaches or failures in cybersecurity measures adopted
by us and/or included in our products and services, the effects of changes in accounting policies or practices, our ability to realize
the benefits associated with our deferred tax assets, future impairments of our long-lived assets, amortizable intangible assets and goodwill,
the effects of our limited-duration shareholder rights plan, and the outcome of Spok's strategic alternatives review, as well as other
risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission. Although Spok
believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that
its expectations will be attained. Spok disclaims any intent or obligation to update any forward-looking statements.
Investor Contact:
Lisa Fortuna or Mike Cummings
+1 (312) 445-2866
spok@alpha-ir.com
Media Contact:
Longacre Square Partners
Dan Zacchei / Joe Germani
dzacchei@longacresquare.com
/ jgermani@longacresquare.com