Harte Hanks (HHS) Proxy Filing summary

Executive summary

• Achieved significant operational efficiencies in 2024, including $6 million in cost savings from Project Elevate and elimination of Pension Plan I, freeing up cash flow for strategic investments over the next year.

• Ended 2024 with $9.9 million in free cash, zero debt, and a $25 million untapped credit facility, positioning for growth in 2025.

• Transitioned to a business-segment-focused sales model to drive revenue growth and accountability in 2025.

• Prioritized leveraging AI, expanding healthcare data capabilities, and modernizing fulfillment operations for innovation and client service.

Voting matters and shareholder proposals

• Four board nominees up for election to serve until the 2026 annual meeting.

• Advisory vote on executive compensation (say-on-pay) and ratification of Wolf & Company P.C. as independent auditor for 2025.

• Board recommends voting FOR all proposals.

• Shareholders may submit proposals for the 2026 meeting by specified deadlines.

Board of directors and corporate governance

• Board reduced to four members in 2025, with a search underway for a new CEO who will join as a fifth director.

• All current directors are independent under NASDAQ standards; board committees include Audit, Compensation, and Nominating and Corporate Governance.

• Majority voting provision requires directors to submit resignations if not elected by a majority in uncontested elections.

• Board held eight meetings in 2024, with high attendance and regular executive sessions.