Harte Hanks Inc.
05/14/2025 | Press release | Distributed by Public on 05/14/2025 07:15
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definite Agreement.
On May 14, 2025 (the "Effective Date"), Harte Hanks, Inc., a Delaware corporation (the "Company"), entered into a cooperation agreement (the "Cooperation Agreement") with Gary S. Rosenbach and Susan Rosenbach (collectively, "Rosenbach"). Based upon the non-objecting beneficial owner list dated as of March 25, 2025, and information available from Mr. Rosenbach's counsel, the Company believes Rosenbach currently beneficially owns approximately 2,118,635 shares of the Company's outstanding common stock.
Rosenbach has agreed to certain customary standstill provisions that, among other things, prohibit it and its affiliates from: (i) soliciting proxies, (ii) advising or knowingly encouraging others with respect to the voting or disposition of any of the Company's securities, subject to limited exceptions, and (iii) acquiring additional shares of the Company's common stock. The Cooperation Agreement also contains certain customary mutual non-disparagement provisions.
From and after the Effective Date of the Cooperation Agreement until the conclusion of the Company's 2026 annual meeting, Rosenbach has agreed to vote all shares of the Company's common stock that Rosenbach beneficially owns in accordance with the Board's recommendations at all stockholder meetings, except that Rosenbach may vote in its discretion on Extraordinary Transactions (as defined in the Cooperation Agreement).
The Cooperation Agreement will terminate on the date that Rosenbach ceases to own 10% or more of the issued and outstanding common stock of the Company.
The foregoing description 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, which is filed as Exhibit 10.01 to this Current Report on Form 8-K and incorporated herein by reference.
Harte Hanks Inc. published this content on May 14, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on May 14, 2025 at 13:15 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at support@pubt.io