Item 1.01. Entry into a Material Definitive Agreement.
On
The Cooperation Agreement provides, among other things, that:
• Concurrently with the execution of the Cooperation Agreement, the Board will increase the size of the Board by one and electBrett Shockley to the Board to fill the resulting vacancy and also appointMr. Shockley to theNominating and Governance Committee of the Board (the "Nominating Committee"). • The Nominating Committee and the Board agree to nominateMr. Shockley for election to the Board at the Company's 2020 Annual Meeting of Stockholders (the "2020 Annual Meeting"), and to recommend and support his election in the same manner as the other candidates nominated by the Board, subject to exceptions for fiduciary duties. • White Hat agrees to irrevocably withdraw the nomination letter it previously sent to the Company regarding their nomination of three directors for election to the Board at the 2020 Annual Meeting (the "Nominations"). • The Company agrees to reimburse White Hat for up to$55,000 of its out-of-pocket expenses incurred in connection with its engagement with the Company, the Nominations and the negotiation of the Cooperation Agreement. • White Hat agrees to vote all of the shares of the Company's common stock beneficially owned by White Hat on the record date for the 2020 Annual 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 and (ii) in accordance with the Board's recommendation on other proposals, subject to certain exceptions. • White Hat agrees, through the date that is 30 days prior to expiration of the advance notice period for the submission by stockholders of director nominations for consideration at the Company's 2021 Annual Meeting of Stockholders, not to, directly or indirectly, in any manner, alone or in concert with others, (i) attempt to call a special meeting of stockholders of the Company or (ii) make a request for any stockholder list or other Company books and records.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
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As previously disclosed,
Item 7.01. Regulation FD Disclosure.
A copy of the Company's press release announcing the election of
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 10.1 Cooperation Agreement, dated as ofJune 18, 2020 , by and amongSpok Holdings, Inc. ,White Hat Strategic Partners LP ,White Hat SP GP LLC ,White Hat Capital Partners LP , andWhite Hat Capital Partners GP LLC 99.1Spok Holdings, Inc. Press Release datedJune 18, 2020
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