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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Harte Hanks Inc | NYSE:HHS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.69 | 0 | 01:00:00 |
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.
)
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Filed by the Registrant
x
Filed by a Party other than the Registrant
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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HARTE HANKS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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ý
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1
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)
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Title of each class of securities to which the transaction applies:
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(2
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)
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Aggregate number of securities to which the transaction applies:
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(3
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)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4
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)
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Proposed maximum aggregate value of the transaction:
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(5
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)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1
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Amount Previously Paid:
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(2
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)
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Form, Schedule or Registration Statement No.:
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(3
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)
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Filing Party:
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(4
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)
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Date Filed:
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HARTE HANKS, INC.
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9601 McAllister Freeway, Suite 610
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San Antonio, Texas 78216
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Proposal
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Board Recommendation
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I.
Election of six (6) Board nominees, each to serve until our 2020 annual meeting of stockholders or until their
successors are duly elected and qualified;
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FOR
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II. To consider and vote upon the approval (on a non-binding advisory basis) of the compensation of our named executive officers;
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FOR
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III. To consider and vote upon the ratification of the selection of Moody, Famiglietti & Andronico, LLP as Harte Hanks’ independent registered public accounting firm for the fiscal year ended December 31, 2019;
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FOR
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IV. To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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FOR
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GENERAL INFORMATION
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1
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2019 Annual Meeting Date and Location
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1
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Delivery of Proxy Materials
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1
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Voting
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2
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Annual Meeting Admission
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4
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Solicitation Expenses
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4
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Delinquent Section 16(a) Reports
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4
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Implication of Being a "Smaller Reporting Company"
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5
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DIRECTORS AND EXECUTIVE OFFICERS
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6
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CORPORATE GOVERNANCE
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9
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Board of Directors and Board Committees
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9
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Board Meetings and Attendance
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11
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Board Leadership Structure
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11
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Executive Sessions
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12
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Risk Oversight
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12
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Stockholder Communications with the Board of Directors
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12
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Director Attendance at Annual Meetings
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12
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Code of Business Conduct and Ethics
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12
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Certain Relationships and Related Transactions, and Director Independence
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13
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Indemnification of Officers and Directors
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14
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SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
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16
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EXECUTIVE COMPENSATION
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18
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Equity Compensation Plan Information at Year-End 2018
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21
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Outstanding Equity Awards at Year End
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21
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Executive Employment and Severance Agreements
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22
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Annual Incentive Plan
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23
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Equity Incentive Plan
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23
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Separation Agreements
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23
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DIRECTOR COMPENSATION
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25
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Director Compensation
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25
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Director Stock Ownership Guidelines & Hedging Policy
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25
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2018 Director Compensation for Non-Employee Directors
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25
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PROPOSAL I ELECTION OF DIRECTORS
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26
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Election of Directors
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26
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Board Recommendation on Proposal
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26
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PROPOSAL II ADVISORY APPROVAL OF COMPENSATION OF NAMED EXECUTIVE OFFICERS
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27
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Say-on-Pay
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27
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Board Recommendation on Proposal
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27
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PROPOSAL III RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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28
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Description of Proposal
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28
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Change of Independent Registered Public Accounting Firm
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28
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Selection of Independent Registered Public Accounting Firm
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28
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Board Recommendation on Proposal
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28
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Audit Committee Report
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29
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Independent Auditor Fees and Services
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29
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OTHER BUSINESS
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32
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SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING
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33
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•
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Proposal I
(
Election of Directors
) -
FOR
the election of each of the persons named under “Proposal I-Election of Directors” as nominees for election as directors; and
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•
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Proposal II (Say on Pay)
-
FOR
the proposal approving (on a non-binding advisory basis) the compensation of the company’s named executive officers for 2018; and
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•
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Proposal III
(Ratification of the Selection of Independent Registered Public Accounting Firm)
-
FOR
the proposal to ratify the selection of Moody, Famiglietti & Andronico, LLP as our independent registered public accounting firm (independent auditors) for the fiscal year ended December 31, 2019.
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•
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Proposal I
(
Election of Directors
) - To be elected in an uncontested election, each nominee for election as a director must receive the affirmative vote of a majority of the votes cast in favor of his or her election at the Annual Meeting in person or by proxy (
i.e
., the number of votes “for” such director’s election constitutes less than the number of votes “withheld” with respect to such director’s election). In a contested election, directors are elected by a plurality of votes cast in person or by proxy. The election of directors at the Annual Meeting will be uncontested. Votes may be cast in favor of or withheld from the election of each nominee. Abstentions and broker non-votes, if any, will not be counted as having been voted and will have no effect on the outcome of the vote on the election of directors.
Pursuant to our By-Laws, each nominee who is a current director has submitted an irrevocable resignation as a director, which resignation will become effective upon (1) that person not receiving a majority of the votes cast in favor of his or her election in an uncontested election and (2) acceptance by the Board of that resignation in accordance with the policies and procedures adopted by the Board for such purpose.
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•
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Proposal II (Say on Pay)
- Approval of the non-binding advisory resolution on compensation of our named executive officers requires the approval of a majority of the shares represented in person or by proxy and entitled to vote at the Annual Meeting. Abstentions are treated as shares represented in person or by proxy and entitled to vote at the Annual Meeting and, therefore, will have the same effect as a vote “Against” the proposal. Broker non-votes will have no effect on the outcome of the vote.
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By Mail
. You may submit a proxy by signing, dating and returning the enclosed proxy card in the enclosed pre‑addressed envelope.
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By Telephone
. You may submit a proxy by telephone using the toll-free number listed on the enclosed proxy card. Please have your proxy card in hand when you call. Telephone voting facilities will close and no longer be available on the date and time specified on the proxy card.
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Online
. You may submit a proxy online using the website listed on the enclosed proxy card. Please have your proxy card in hand when you log onto the website. Online voting facilities will close and no longer be available on the date and time specified on the proxy card.
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In Person
. You may vote in person at the Annual Meeting by completing a ballot; however, attending the Annual Meeting without completing a ballot will not count as a vote.
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By Mail
. You may submit a proxy by signing, dating and returning the enclosed proxy card in the enclosed pre‑addressed envelope.
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By Methods Listed on the Proxy Card
. Please refer to the enclosed proxy card or other information forwarded by your bank, broker or other holder of record to determine whether you may submit a proxy by telephone or online, following the instructions on the proxy card or other information provided by your bank, broker or other nominee.
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In Person with a “Legal” Proxy from the Record Holder
. A street-name stockholder who wishes to vote in person at the Annual Meeting will need to obtain a “legal” proxy from their bank, broker or other nominee. Please consult the voting form or other information sent to you by your bank, broker or other nominee to determine how to obtain a “legal” proxy in order to vote in person at the Annual Meeting.
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timely delivery of a valid, later-dated executed proxy card;
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timely submitting a proxy with new voting instructions using the telephone or online voting system;
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voting in person at the Annual Meeting by completing a ballot; however, attending the Annual Meeting without completing a ballot will not revoke any previously submitted proxy; or
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•
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filing an instrument of revocation received by the Secretary of Harte Hanks, Inc. at the company’s office at 9601 McAllister Freeway, Suite 610, San Antonio, Texas 78216, by 2:00 p.m., Central Daylight Time, on Tuesday, August 20, 2019.
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Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and related rules of the SEC require our directors, officers, and persons who own more than 10% of a registered class of our equity securities (collectively the "Reporting Persons"), to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to our equity securities with the SEC. All Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports that they file. As with many public companies, we provide assistance to our directors and executive officers in making their Section 16(a) filings pursuant to powers of attorney granted by our insiders.
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To our knowledge, based solely on our review of the copies of Section 16(a) reports provided to us by such Reporting Persons, including those reports that we have filed on behalf of our directors and executive officers pursuant to powers of attorney, or written representations from certain Reporting Persons, we believe that there has been compliance with all Section 16(a) filing requirements applicable to such Reporting Persons with respect to the fiscal year ended December 31, 2018, except that one Form 3
for Messr. John H. Griffin, reporting one transaction, was filed late.
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Name
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Age
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Evan Behrens
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49
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David L. Copeland
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63
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John H. Griffin, Jr.
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58
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Melvin L. Keating
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72
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Maureen E. O’Connell
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57
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Alfred V. Tobia, Jr.
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54
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Name
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Age
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Principal Position
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Andrew P. Harrison
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49
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President (principal executive officer)
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Mark Del Priore
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42
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Chief Financial Officer (principal financial and accounting officer)
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Laurilee Kearnes
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48
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Principal Accounting Officer and Vice President, Finance & Controller
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•
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the Board shall conduct an annual evaluation of whether to combine (or continue combining, as the case may be) the roles of Chairman of the Board and principal executive officer, with a view to ensuring significant independent oversight of management;
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•
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when the Chairman of the Board is also the principal executive officer, the independent members of the Board shall elect one of the independent Directors to serve as Lead Director for a one-year term;
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•
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at each regular meeting of the Board, the independent directors shall meet in executive session; and
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•
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the Lead Director shall have the following powers and duties: (1) presiding over all meetings of the Board at which the Chairman of Board is not present; (2) presiding over executive sessions of independent and/or non‑management directors; (3) calling meetings of the independent directors; and (4) serving as a liaison between the Chairman of the Board and the independent directors if so requested.
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Stockholder Communications with the Board of Directors
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Indemnification of Officers and Directors
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Name and Address of Beneficial Owner (1)(2)
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Number of Shares of Common Stock
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Percent of Class
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Named Executive Officers
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Timothy E. Breen
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-
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*
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Andrew Harrison
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10,568
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*
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Mark Del Priore
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-
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*
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Laurilee Kearnes
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-
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*
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Karen A. Puckett (3)
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-
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*
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Jon C. Biro (4)
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-
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*
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Frank Grillo (5)
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-
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*
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Carlos Alvarado (6)
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-
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*
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Directors
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Timothy E. Breen
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-
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*
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Evan Behrens
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5,000
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*
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David L. Copeland (7)
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445,500
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7.1%
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John H. Griffin, Jr.
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-
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*
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Melvin L. Keating
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4,450
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*
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Maureen E. O’Connell
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-
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*
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Alfred V. Tobia, Jr. (8)
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166,238
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2.7%
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Other Known 5% Holders
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Wipro LLC (9)
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1,001,658
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16.0%
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Houston H. Harte (10)
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736,956
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11.8%
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Fondren Management LP (11)
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504,200
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8.0%
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Westerly Holdings LLC (12)
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666,703
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10.6%
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Dimensional Fund Advisors LP (13)
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262,560
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4.2
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All current directors and executive officers as a group (10 persons)
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627,192
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10.0%
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*
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less than 1%.
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(1)
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The address of (a) Houston H. Harte is P.O. Box 17424, San Antonio, TX 78217, (b) Dimensional Fund Advisors, Inc. is 6300 Bee Cave Road, Building One, Austin, TX 78746, (c) Fondren Management LP is 1177 West Loop South, Suite 1625, Houston, Texas 77027, (d) Wipro LLC is 2 Tower Center Blvd, Suite 2200, East Brunswick, NJ 08816, (e) Westerly Holdings LLC, 201 Mission Street, Suite 580 San Francisco, CA 94105 and (f) each other beneficial owner is c/o Harte Hanks, Inc., 9601 McAllister Freeway, Suite 610, San Antonio, TX 78216.
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(2)
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Does not include shares that may be acquired upon the future exercise of options exercisable not within the next 60 days.
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(3)
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We are unable to provide a current address or confirm Ms. Puckett’s beneficial ownership because her services as our Chief Executive Officer ended effective August 28, 2018.
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(4)
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We are unable to provide a current address or confirm Mr. Biro’s beneficial ownership because his services as our Chief Financial Officer and Executive Vice President ended effective January 2019.
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(5)
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We are unable to provide a current address or confirm Mr. Grillo’s beneficial ownership because his services as our Executive Vice President and Chief Marketing Officer ended effective September 2018.
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(6)
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We are unable to provide a current address or confirm Mr. Alvarado’s beneficial ownership because his services as our Principal Accounting Officer and Vice President, Finance & Controller ended effective August 2018.
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(7)
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Includes the following shares to which Mr. Copeland disclaims beneficial ownership: (a) 3,800 shares held as custodian for unrelated minors, (b) 117,528 shares that are owned by various trusts for which he serves as trustee or co-trustee, and (c) 306,246 shares owned by the Shelton Family Foundation, of which he is one of seven directors and an employee.
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(8)
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166,238 shares of Common Stock owned beneficially. Mr. Tobia owns directly 11,240 shares of Common Stock, and, as a Managing Partner of Sidus Investment Management, LLC, may be deemed to beneficially own (i) 29,733 shares of Common Stock owned directly by Sidus Investment Partners, L.P., (ii) 75,911 shares of Common Stock owned directly by Sidus Double Alpha Fund, L.P., (iii) 36,685 shares of Common Stock owned directly by Sidus Double Alpha, Ltd. and (iv) 12,669 shares of Common Stock held in a certain account managed by Sidus Investment Management, LLC.)
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(9)
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Wipro, LLC owns 9,926 shares of Series A Convertible Preferred Stock, which shares are convertible into shares of the company’s common stock at Wipro LLC’s election. Information relating to this stockholder is based on the stockholder’s Schedule 13D, filed with the SEC on February 9, 2018.
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(11)
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Includes 482,200 shares held by BLR Partners LP and 22,000 shares held by the Radoff Family Foundation. Information relating to this stockholder is based on the stockholder’s Schedule 13D/A, filed with the SEC on November 19, 2018.
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(13)
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Represents shares held by investment advisory clients of Dimensional Fund Advisors LP (“Dimensional”) for whom Dimensional serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In its role as investment advisor, sub-adviser and/or manager, Dimensional or its subsidiaries possess sole voting power over 262,560 such shares and sole investment power over all such shares that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Issuer held by the Funds. However, all securities reflected are owned by the Funds. Dimensional disclaims beneficial ownership of such securities. The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities held in their respective accounts. To the knowledge of Dimensional, the interest of no one such Fund exceeds 5% of the company’s common stock. Information relating to this stockholder is based on the stockholder’s Schedule 13G, filed with the SEC on February 8, 2019.
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•
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John C. Biro, our former Chief Financial Officer and Executive Vice President and a former member of the temporary Office of the CEO (serving as the Company’s principal executive officer from August 2018 to January 2019);
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•
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Karen A. Puckett, our former President and Chief Executive Officer from September 2015 until August 2018;
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•
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Andrew P. Harrison, our former Executive Vice President, Contact Centers & CHRO and current President;
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•
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Laurilee Kearnes, our Principal Accounting Officer and Vice President, Finance & Controller;
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•
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Carlos Alvarado, our former Principal Accounting Officer and Vice President, Finance & Controller; and
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•
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Frank Grillo, our former Executive Vice President, Chief Marketing Officer.
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Summary Compensation Table - Fiscal 2017-2018
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Name and Principal Position
(a)
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Fiscal Year
(b)
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Salary
($)
(c)
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Bonus
($)(1)
(d)
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Stock Awards
($)(2)
(e)
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Option Awards
(
$)(2)
(f)
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Change in Pension Value and Nonqualified Deferred Compensation Earnings (3)
($)
(h)
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All Other Compensation
($)
(i)
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Total
($)
(j)
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John C. Biro, former Chief Financial Officer and Executive Vice President and former member of the Office of the CEO
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2018
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350,000
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|
150
|
|
—
|
—
|
|
—
|
|
—
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350,150
|
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2017
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49,808
|
|
—
|
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420,000
|
179,997
|
|
—
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—
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649,805
|
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Karen A. Puckett, Former President and Chief Executive Officer (4)
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2018
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320,846
|
|
—
|
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—
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—
|
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—
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178,101
|
|
498,947
|
|
2017
|
694,261
|
|
—
|
|
1,749,987
|
—
|
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—
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1,149
|
|
2,445,397
|
|
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Andrew P. Harrison, former Executive Vice President, Contact Centers & CHRO and former member of the Office of the CEO, current President
|
2018
|
301,700
|
|
—
|
|
—
|
—
|
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—
|
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2,346
|
|
304,006
|
|
2017
|
301,700
|
|
—
|
|
122,948
|
65,103
|
|
56,840
|
|
11,714
|
|
558,305
|
|
|
Laurilee Kearnes, Principal Accounting Officer and Vice President, Finance & Controller (5)
|
2018
|
203,098
|
|
1,200
|
|
—
|
—
|
|
—
|
|
184
|
|
204,482
|
|
Carlos Alvarado, former Principal Accounting Officer and Vice President, Finance & Controller (6)
|
2018
|
144,298
|
|
400
|
|
—
|
—
|
|
—
|
|
86,360
|
|
231,058
|
|
2017
|
223,054
|
|
65,000
|
|
—
|
—
|
|
—
|
|
10,690
|
|
298,744
|
|
|
Frank Grillo, former Executive Vice President, Chief Marketing Officer (7)
|
2018
|
275,500
|
|
—
|
|
—
|
—
|
|
—
|
|
75,007
|
|
350,507
|
|
2017
|
361,931
|
|
—
|
|
163,930
|
86,803
|
|
—
|
|
1,247
|
|
613,911
|
|
(1)
|
For 2018, it represents anniversary bonus for Mr. Biro and Ms. Kearnes. For 2017, it represents retention bonus (paid in 2017 and 2018) for Mr. Alvarado.
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(2)
|
The amounts in columns (e) and (f) reflect the full grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see note H of our audited financial statements for the fiscal year ended December 31, 2018 included in our Form 10-K for the same period. For performance-based stock units the fair value assumed such awards vested based on probable outcome of the performance conditions as of the grant date.
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(3)
|
The amounts in column (h) reflect an estimate of the actuarial increase in the present value of the named executive officer’s benefits under the Restoration Pension Plan, determined using interest rate and mortality rate assumptions consistent with those used in our audited financial statements and described in note F of our audited financial statements for the fiscal year ended December 31, 2018 included in our Form 10-K. There can be no assurance that the amounts shown will ever be realized by the named executive officers.
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(4)
|
Ms. Puckett stepped down from all of her positions with the Company on August 28, 2018.
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(5)
|
Ms. Kearnes was appointed as Principal Accounting Officer and Vice President, Finance & Controller on August 17, 2018. Her base salary amount is pro-rated based on her service in such position.
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(6)
|
Mr. Alvarado’s employment with the Company ended August 17, 2018.
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(7)
|
Mr. Grillo stepped down from all of his positions with the Company on September 17, 2018.
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All Other Compensation
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Name
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Year
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|
Insurance
Premiums (1)
|
|
Company
401(k) Plan
Contributions
|
|
Restricted
Stock
Dividends (2)
|
|
Other (3)
|
|
Total
|
||||||||||
Karen Puckett
|
|
2018
|
|
$
|
1,149
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
176,952
|
|
|
$
|
178,101
|
|
|
|
2017
|
|
$
|
1,149
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,149
|
|
Andrew Harrison
|
|
2018
|
|
$
|
914
|
|
|
$
|
1,392
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,306
|
|
|
|
2017
|
|
$
|
914
|
|
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,714
|
|
Laurilee Kearnes
|
|
2018
|
|
$
|
—
|
|
|
$
|
184
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
184
|
|
Carlos Alvarado
|
|
2018
|
|
$
|
—
|
|
|
$
|
2,638
|
|
|
$
|
—
|
|
|
$
|
83,722
|
|
|
$
|
86,360
|
|
|
|
2017
|
|
$
|
—
|
|
|
$
|
10,690
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,690
|
|
Frank Grillo
|
|
2018
|
|
$
|
767
|
|
|
$
|
1,740
|
|
|
$
|
—
|
|
|
$
|
72,500
|
|
|
$
|
75,007
|
|
|
|
2017
|
|
$
|
767
|
|
|
$
|
480
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,247
|
|
(1)
|
Reflects annual premium paid by Harte Hanks for life insurance policies obtained in connection with providing salary continuation benefits to each of the named executive officers. These perquisites include (i) participation (with a 12‑month severance period) in the Company’s Executive Severance Policy as filed on January 30, 2015 as Exhibit 10.1 to the Company’s Current Report on Form 8-K, and as may be amended by the Company from time to time (the “Executive Severance Policy”); (ii) the right to enter into the Company’s form of severance agreement, substantially in the form of the agreement filed on March 19, 2015 as Exhibit 10.1 to the Company’s Current Report on Form 8-K (the “Severance Agreement”); (iii) eligibility for Company-paid salary continuation benefits consisting of ten annual payments of $50,000 each over the 10-year period following death while employed; (iv) eligibility for the Company’s bonus restricted stock program; (v) the right to enter into the Company’s standard indemnification agreement for Company officers; and (vi) other benefits generally available to the Company’s employees, such as medical, dental, and disability insurance and 401(k) matching payments.
|
(2)
|
Reflects dividends paid by Harte Hanks during the year on shares of restricted stock held by each of the named executive officers; such dividends are paid at the same rate as paid on other shares of common stock.
|
(3)
|
Reflects severance amounts paid to the executive officers and paid time off payout.
|
|
|
|
Equity Compensation Plan Information at Year-End 2018
|
|
|
Plan Category
|
(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1)
|
|
(b) Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights (2)
|
|
(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3)
|
|
Equity compensation plans approved by security holders
|
247,247
|
|
73.13
|
|
610,552
|
|
Equity compensation plans not approved by security holders
|
67,855
|
|
10.00
|
|
—
|
|
Totals
|
315,102
|
|
60.66
|
|
610,552
|
|
(1)
|
Consisting of outstanding options, restricted stock units and stock-denominated performance units.
|
(2)
|
The weighted-average exercise price does not take into account any shares issuable upon vesting of outstanding restricted stock or performance restricted stock units, which have no exercise price.
|
(3)
|
Represents shares available under our 2013 Plan; shares available for issuance under our 2013 Plan may be issued pursuant to stock options, restricted stock, performance restricted stock units, common stock and other awards that may be established pursuant to the 2013 Plan. No new options or securities may be granted under the 2005 Plan.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of Stock
That Have Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
|
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested (#)
|
|
Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested
($) (1) (2)
|
|||||
(a)
|
|
(b)
|
|
(c)
|
|
(e)
|
|
(f)
|
|
(g)
|
|
(h)
|
|
(i)
|
|
(j)
|
|||||
Jon Biro
|
|
8,463
|
|
25,392
|
|
(3)
|
$
|
10.0
|
|
|
11/13/2027
|
|
16,000
|
(6)
|
$
|
38,720
|
|
18,000
|
(9)
|
$
|
43,560
|
Andrew Harrison
|
|
1,125
|
|
—
|
|
|
$
|
60.4
|
|
|
2/5/2019
|
|
1,467
|
(7)
|
$
|
3,550
|
|
3,778
|
(10)
|
$
|
9,143
|
|
|
1,200
|
|
—
|
|
|
$
|
119.0
|
|
|
2/5/2020
|
|
1,146
|
(8)
|
$
|
2,773
|
|
4,400
|
(9)
|
$
|
10,648
|
|
|
400
|
|
—
|
|
|
$
|
123.1
|
|
|
2/5/2021
|
|
5,634
|
|
$
|
13,634
|
|
4,225
|
|
$
|
10,225
|
|
|
800
|
|
—
|
|
|
$
|
99.1
|
|
|
2/5/2022
|
|
|
|
|
|
|
|
|
||
|
|
4,000
|
|
—
|
|
|
$
|
72.5
|
|
|
9/18/2022
|
|
|
|
|
|
|
|
|
||
|
|
4607
|
|
—
|
|
|
$
|
82.3
|
|
|
4/15/2024
|
|
|
|
|
|
|
|
|
||
|
|
570
|
|
—
|
|
|
$
|
77.6
|
|
|
2/5/2025
|
|
|
|
|
|
|
|
|
||
|
|
3,594
|
|
1,198
|
|
(4)
|
$
|
76.8
|
|
|
4/15/2025
|
|
|
|
|
|
|
|
|
||
|
|
3,169
|
|
9,507
|
|
(5)
|
$
|
9.7
|
|
|
6/23/2027
|
|
|
|
|
|
|
|
|
||
Laurilee Kearnes
|
|
63
|
|
|
|
$
|
60.4
|
|
|
2/5/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
250
|
|
|
|
$
|
119.0
|
|
|
2/5/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
200
|
|
|
|
$
|
123.1
|
|
|
2/5/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
300
|
|
|
|
$
|
99.1
|
|
|
2/5/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
400
|
|
|
|
$
|
77.2
|
|
|
2/5/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
297
|
|
|
|
$
|
82.3
|
|
|
4/15/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
641
|
|
213
|
|
(4)
|
$
|
76.8
|
|
|
4/15/2025
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Based upon the closing market price of our common stock as of December 31, 2018 ($2.42), as reported on the NYSE.
|
(2)
|
In 2017 and 2018, our Compensation Committee awarded our executives performance-based stock units which are payable, if earned, in shares of common stock or cash. The payout levels range from 0% to a maximum of 100% of the performance units granted.
|
(3)
|
These options vest in four equal annual installments on November 13 of 2018 through 2021.
|
(4)
|
These options vest on April 15, 2019.
|
(5)
|
These SARs vest in four equal annual installments on June 23 of 2018 through 2021.
|
(6)
|
Restricted stock units vest in three equal annual installments on November 13 of 2018 through 2020.
|
(7)
|
This phantom stock vests in two equal annual installments on April 15 of 2019 through 2020.
|
(8)
|
Restricted stock unit vests in two equal annual installments on July 14 of 2019 and 2020.
|
(9)
|
Performance stock unit will vest (payable in stock) on February 15, 2020, subject to revenue and EBITDA performance conditions.
|
|
Executive Employment and Severance Agreements
|
|
|
•
|
our executive severance policy (the “Executive Severance Policy”);
|
•
|
our “change in control” severance agreement (the “CIC Agreements”);
|
•
|
a severance agreement with Mr. Harrison (the “Severance Agreement”); and
|
•
|
an employment agreement with our former Chief Executive Officer Karen Puckett (the “CEO Agreement”).
|
|
Executive Severance Policy
|
|
Severance Agreements
|
•
|
we shall pay such officer a lump sum cash payment equal to 1.5 times such officer’s then-current annual base salary;
|
•
|
for a period of up to 18 months, the company will reimburse such officer for healthcare coverage as then elected to the extent such costs exceed his or her employee contribution prior to the termination date; and
|
•
|
all outstanding, unvested shares of time vesting restricted common stock held by such officer shall automatically become fully vested.
|
|
Annual Incentive Plan
|
|
|
|
Separation Agreements
|
|
|
|
Director Compensation
|
|
|
Annual Retainer
|
$40,000
|
Annual Equity Awards
|
Shares equal to $70,000
|
Annual Retainer for Independent Chairman
|
$50,000
|
Audit Committee Chair
|
$12,500
|
Compensation Committee Chair Retainer
|
$7,500
|
Governance Committee Chair Retainer
|
$5,500
|
Other
|
As applicable
|
|
|
|
|
Name
|
Fees Earned or Paid in Cash($) (1)
|
Stock Awards ($) (2)
|
Total ($)
|
David L. Copeland
|
40,000
|
69,990
|
109,990
|
John H. Griffin Jr.
|
123,226
|
166,710
|
289,936
|
Melvin L. Keating
|
46,771
|
69,990
|
116,761
|
Maureen E. O’Connell
|
25,730
|
69,990
|
95,720
|
Alfred V. Tobia Jr.
|
67,979
|
69,990
|
137,969
|
Martin Reidy
|
124,892
|
166,710
|
291,602
|
William F. Farley
|
29,583
|
—
|
29,583
|
Christopher M. Harte
|
18,333
|
—
|
18,333
|
Scott C. Key
|
—
|
—
|
—
|
Judy C. Odom
|
20,854
|
—
|
20,854
|
(2)
|
Each of the independent directors was granted shares of restricted stock in 2018 with a grant date fair value of $70,000 (rounded down to the nearest whole share), computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see note H of our audited financial statements for the fiscal year ended December 31, 2018 included in our Form 10-K for the same period. Restricted stock awards are granted without consideration and vest in three equal annual installments beginning the first anniversary of the date of grant. This column also reflects time and performance-based restricted stock unit grants to Messrs. Reidy and Griffin in connection with their service as Board members in the Office of the CEO, with a grant date fair value of $100,000 (rounded down to the nearest whole share), computed in accordance with FASB ASC Topic 718. The time-based restricted stock unit grants vest in three equal annual installments beginning on August 28, 2018 and the performance-based restricted stock units vest on the later of the first anniversary of August 28, 2018 and the first business day following the date that the Company maintains a closing share price of $12 or great for 20 consecutive days following August 28, 2018.
|
|
Election of Directors
|
|
|
|
Board Recommendation on Proposal
|
|
|
|
|
|
|
|
Change of Independent Registered Public Accounting Firm
|
|
|
|
Selection of Independent Registered Public Accounting Firm
|
|
|
|
Board Recommendation on Proposal
|
|
|
•
|
reviewed and discussed the audited financial statements with management;
|
•
|
discussed with the independent registered public accounting firm then auditing the Company’s financial statements, Deloitte, the matters required to be discussed by Auditing Standard No. 1301 Communications with Audit Committees; and
|
•
|
received the written disclosures and the letter from Deloitte as required by the Public Company Accounting Oversight Board regarding Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence.
|
|
Independent Auditor Fees and Services
|
|
|
|
Years Ended
December 31,
|
||
|
2018
|
2017
|
|
Audit fees (1)
|
$1,600,000
|
$1,600,000
|
|
Audit Related Fees (2)
|
20,500
|
—
|
|
Tax Fees (relating to state, federal and international tax matters)
|
6,000
|
66,686
|
|
All Other Fees
|
4,040
|
1,875
|
|
Total audit and audit-related fees
|
$1,630,540
|
$1,668,561
|
|
(1)
|
Fees for the annual financial statement audit, quarterly financial statement reviews and audit of internal control over financial reporting.
|
(2)
|
Includes fees for assurance and related services other than those included in Audit Fees. Includes charges for statutory audits of certain of the company’s foreign subsidiaries required by countries in which they are domiciled in 2017 and 2018.
|
|
Pre-Approval Policies and Procedures
|
|
|
|
OTHER BUSINESS
|
|
|
|
SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2020 ANNUAL MEETING
|
|
|
1 Year Harte Hanks Chart |
1 Month Harte Hanks Chart |
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