UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

August 920, 2024

Date of Report (Date of Earliest Event Reported)

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Harte Hanks, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	1-7120	74-1677284

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1 Executive Drive, Suite 303

Chelmsford, MA 01824

(512) 434-1100

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

___________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	HHS	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

o Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 24.0201 ~~Results~~Changes ofin ~~Operations~~Registrant’s ~~and~~Certifying ~~Financial Condition~~Accountant.

OnAfter conducting a competitive process, on August 8 20, 2024, ~~Harte~~the ~~Hanks~~Audit ~~issued~~Committee aof ~~press~~the ~~release~~Board ~~announcing~~of ~~its~~Directors ~~financial~~(the ~~results~~“Audit ~~for~~Committee”) of Harte Hanks, Inc. (the ~~second~~“Company”) ~~quarter~~approved ~~ended~~the ~~June 30~~appointment of Wolf & Company, ~~2024~~P.C. ~~The~~(“Wolf”) ~~full~~as ~~text~~the ofnew ~~the~~independent ~~press~~registered ~~release~~public isaccounting ~~furnished~~firm ~~with~~for ~~this~~the ~~Current~~Company, ~~Report~~subject asto ~~Exhibit~~Wolf’s ~~99.1~~completion ~~and~~of isits ~~incorporated~~customary byclient ~~reference~~acceptance ~~herein~~procedures.

~~The~~During ~~information~~the ~~contained~~fiscal inyear ~~this~~ended ~~Item~~December ~~2.02~~31, 2023 (~~including~~“fiscal ~~Exhibit 99.1~~2023”), ofand ~~this~~for ~~Current~~the ~~Report~~subsequent isinterim ~~furnished~~period ~~pursuant~~through toAugust ~~this~~20, ~~Item~~2024, ~~2.02~~no ~~and~~individual ~~shall~~within, ~~not~~or beon ~~deemed~~behalf ~~“filed”~~of ~~for~~the ~~purposes~~Company, ofconsulted ~~Section~~Wolf 18regarding any of the ~~Securities~~matters ~~Exchange~~set ~~Act~~forth ofin ~~1934,~~Item as304(a)(2)(i) ~~amended,~~ or ~~otherwise~~(ii) ~~subject~~of toRegulation ~~the~~S-K ~~liabilities~~(“Regulation S-K”) of ~~that~~the ~~Section,~~U.S. ~~notwithstanding~~Securities ~~any~~and ~~general~~Exchange ~~incorporation~~Commission by(the ~~reference~~“SEC”) ~~language~~through inthat ~~other Harte Hanks filings~~date.

~~Item~~On ~~8.01~~August ~~Other~~20, ~~Events~~2024, the Audit Committee also dismissed Baker Tilly US LLP (“BT”) as the Company’s independent registered public accounting firm, effective as of that date.

OnBT’s report on the Company’s consolidated financial statements for the period ended December 31, 2022 and 2023, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2022 and 2023, and in the subsequent interim period through August 820, 2024, ~~Harte~~there ~~Hanks~~were ~~issued~~no “disagreements” (as defined in Item 304(a)(1)(iv) ~~press~~of ~~release~~Regulation ~~announcing~~S-K and the ~~hiring~~related instructions) with BT on any matter of aaccounting ~~Chief~~principles ~~Customer~~or ~~and~~practices, ~~Data~~financial ~~Officer. The~~statement ~~full~~disclosure, ~~text~~or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of BT, would have caused BT to make reference to the ~~press~~subject ~~release~~matter isof ~~furnished~~the disagreement in connection with ~~this~~BT’s ~~Current~~report. ~~Report~~During asthe ~~Exhibit~~fiscal ~~99.2~~year ended December 31, 2023 and isin ~~incorporated~~the bysubsequent ~~reference~~interim ~~herein~~period through August 20, 2024, there were no “reportable events” (as defined under Item 304(a)(1)(v) of Regulation S-K).

The ~~information~~Company ~~contained~~has inprovided ~~this~~BT ~~Item~~with ~~8.01~~a ~~(including~~copy ~~Exhibit 99.2)~~ of this ~~Current~~report ~~Report~~and isrequested ~~furnished~~that ~~pursuant~~BT toprovide ~~this~~a ~~Item~~letter ~~8.01~~addressed ~~and~~to ~~shall~~the ~~not~~U.S. beSecurities ~~deemed~~and ~~“filed”~~Exchange ~~for~~Commission ~~purposes~~indicating ofwhether ~~Section~~or 18not ofit ~~the~~agrees ~~Securities~~with ~~Exchange~~the ~~Act~~disclosures ofcontained ~~1934~~herein and, asif ~~amended~~not, orthe ~~otherwise~~respects ~~subject~~in towhich ~~the~~it ~~liabilities~~does not agree. A copy of ~~that~~BT’s ~~Section~~letter, ~~notwithstanding~~dated ~~any~~August ~~general~~23, ~~incorporation~~2024, byis ~~reference~~filed ~~language~~as inExhibit ~~other~~16.1 ~~Harte~~to ~~Hanks~~this ~~filings~~report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

			Exhibit No			Description
			99.1			Press Release of Harte Hanks, Inc. dated August 8, 2024 announcing second quarter 2024 financial results
			16.1			Letter from Baker Tilly LLP to the Securities and Exchange Commission, Dated August 23, 2024
			99.2			Press Release of Harte Hanks, Inc. dated August 8, 2024 announcing the new Chief Customer and Data Officer.
			104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARTE HANKS, INC.
Date: August 9, 2024	By:	/s/ David Garrison
Date: August 23, 2024	By:	/s/ David Garrison
		David GarrisonChief Financial Officer

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