HARTE HANKS INC 8-K

What Happened

• Harte Hanks, Inc. announced the results of its 2026 Annual Meeting of Stockholders held May 21, 2026. Four director nominees were elected: Genni Combes, John H. Griffin, Jr., Bradley Radoff, and Elizabeth Ross. Vote totals reported included Genni Combes (For 4,892,543; Withhold 230,625; Broker non‑votes 394,667), John H. Griffin, Jr. (For 4,887,154; Withhold 236,014; Broker non‑votes 394,667), Bradley Radoff (For 5,074,650; Withhold 48,518; Broker non‑votes 394,667), and Elizabeth Ross (For 5,060,960; Withhold 62,208; Broker non‑votes 394,667).
• Shareholders also voted on a non‑binding advisory approval of named executive officer compensation (say‑on‑pay), which passed (For 4,875,115; Against 246,517; Abstain 1,536; Broker non‑votes 394,667).
• The selection of Wolf & Company P.C. as Harte Hanks’ independent registered public accounting firm for the fiscal year ending December 31, 2026, was ratified (For 5,506,650; Against 7,581; Abstain 3,604).

Key Details

• Annual meeting date: May 21, 2026.
• Director elections: all four nominees elected with majority support (see vote counts above).
• Advisory compensation vote (say‑on‑pay): Approved by a large majority (4,875,115 For).
• Auditor ratification: Wolf & Company P.C. ratified as independent auditor (5,506,650 For).

Why It Matters

• Board continuity: Election of the four nominees maintains the company’s board composition and governance continuity, which can affect strategic oversight.
• Compensation approval: The non‑binding say‑on‑pay vote shows substantial shareholder support for executive compensation, which is a governance signal for investors.
• Auditor continuity: Ratification of Wolf & Company ensures the company has an independent auditor in place for fiscal 2026, relevant to upcoming financial reporting and audits.

Report signed by David Garrison, Chief Financial Officer, dated May 21, 2026.