Harte Hanks, Inc. (HHS)
NASDAQ: HHS · Real-Time Price · USD
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May 26, 2026, 9:43 AM EDT - Market open
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AGM 2026

May 21, 2026

Jack Griffin
Chairman of the Board of Directors, Harte Hanks

Good morning. I'm sorry, good afternoon. I'm Jack Griffin, Chairman of the Board of Directors of Harte Hanks. We welcome all of you to our 2026 Annual Meeting of Shareholders. I will serve as Chairman of the meeting, and David Garrison, our Chief Financial Officer, will serve as the Secretary of the meeting. Mr. Terrence Hassett has been appointed to serve and will serve as our Inspector of Elections, and he has taken the required oath of office to serve as Inspector. Please let me begin by introducing the other members of our board of directors. Before I do so, let me briefly note that our Proxy Statement for today's meeting contains more in-depth background information on each of our directors. That said, to start, Genni Combes has served as a Director on our Board since May 2021. Bradley L. Radoff has served as a Director since May 2021.

Elizabeth Ross, our most recent appointment to the Board, has served as a Director of the company since January 2024. Myself, Jack Griffin, I have served as a Director of the company since July 2018 and have served as the Chairman of our Board of Directors since April 2021. A representative of Wolf & Company, our independent auditors, is also here today on the call and is available to answer appropriate questions directed to Wolf by stockholders. Wolf will be afforded the opportunity to make any remarks if they desire to do so. Before moving on to the formal business of today's meeting, please note that, as described in the company's Proxy Statement, the holders of proxies solicited by our board of directors for this meeting are David Fisher, our President, and David Garrison, our Chief Financial Officer. We will now turn to the formal business portion of the meeting.

First, I will confirm that we have an affidavit signed by Joanne Vogel from Broadridge Financial Solutions, the company's proxy administrator, stating that Harte Hanks' notice of this meeting, Proxy Statement, and annual report on our Form 10-K to stockholders were first mailed the proxy annual report starting on or about April 9th, 2026. The notice of meeting, proxy statement, and annual report to our stockholders were made electronically available to stockholders on or before April 11th, 2026. Second, we have a list of all stockholders available who are entitled to vote at this meeting. The list will be kept open during the meeting for inspection by any stockholder for any purpose germane to the meeting. The list shows that 7,414,794 shares of common stock were outstanding as of the close of business on March 26, 2026, which is the record date for this meeting.

The Inspector of Elections has determined that there are present, either telephonically or as represented by proxy, a majority of all the shares of common stock entitled to vote at today's meeting. This constitutes a quorum to conduct business at our meeting. We will follow the order of business on the agenda that was provided with the proxy card. If you are a stockholder and you have a question that relates to a specific agenda item under discussion, you can raise the question at that time while that agenda item is open. As described in the rules of conduct that we have followed in prior annual meetings and which are posted online, we will adhere to certain procedures to assure an orderly and constructive meeting. Those not following the rules of conduct may be muted or asked to drop from the meeting.

I'll now move on to the action items for consideration. As stated in the notice for today's meeting, there are three proposals to be voted on today. The first proposal is the election of four directors to serve until our next annual meeting of stockholders in May 2027. Those individuals are Genni Combes, John H. Griffin, Jr., Bradley L. Radoff, and Elizabeth Ross. Our second proposal is Say on Pay, to approve on an advisory basis the compensation of our company's named executive officers. The third proposal is to ratify the appointment of Wolf & Company, P.C. as the company's independent auditors for this fiscal year. Additional information on each of these proposals was provided in detail in our Proxy Statement. Addressing Proposal Number 1, are there any questions from stockholders regarding this proposal, the election of directors?

David Garrison
CFO, Harte Hanks

Mr. Griffin, there are no questions.

Jack Griffin
Chairman of the Board of Directors, Harte Hanks

Thank you. Item 2, are there any questions from stockholders regarding Proposal 2, the Say on Pay?

David Garrison
CFO, Harte Hanks

Mr. Griffin, confirming there are no questions.

Jack Griffin
Chairman of the Board of Directors, Harte Hanks

Thank you. Item three, are there any questions from stockholders regarding the ratification of the selection of the company's independent auditors for this fiscal year?

David Garrison
CFO, Harte Hanks

Mr. Griffin, there are no questions.

Jack Griffin
Chairman of the Board of Directors, Harte Hanks

Thank you. For stockholders who have not previously voted electronically or by mailing back proxy cards or by following the telephone voting procedures, or for stockholders who now wish to change their previous votes, you may vote or change your vote by clicking on the voting button on the virtual meeting website listed on your proxy, and by following the instructions contained on that page. If you have already voted by proxy, including electronically through the internet or telephone voting procedures, and you do not wish to change your vote, then you do not need to take any action. It is now 2:07 P.M. Eastern Standard Time on May 21st, 2026, and the polls are now open to vote on the three proposals on today's agenda. The polls will remain open until voting on the agenda items has been completed.

Because all stockholders desiring to vote have done so, I declare the polls closed at 2:08 P.M. Eastern Standard Time on May 21st, 2026. Mr. Hassett will now provide the preliminary report on the voting results.

Terrence Hassett
Inspector of Elections, Harte Hanks

For Proposal Number 1, based on the preliminary report, it appears that each of the four nominees has received at least a majority of the votes cast at today's annual meeting for election. They have each therefore been elected, having received a majority of the votes cast at today's annual meeting, online or by proxy. For Proposal Number 2, based on the preliminary report, it appears that at least a majority of the votes cast at today's annual meeting were voted for ratification of the Say on Pay. Therefore, Proposal Number 2 has been approved, having received the affirmative vote of the majority of the shares represented at today's annual meeting, online or by proxy.

For Proposal Number 3, based on the preliminary report, it appears that at least a majority of the votes cast at today's annual meeting were voted for ratification of the appointment of Wolf & Company as the company's independent auditor for 2026. Therefore, Proposal Number 3 has been ratified, having received the affirmative vote of the majority of the votes cast at today's annual meeting, online or by proxy. The final results of this balloting will appear in a current report to be filed on Form 8-K, filed with the Securities and Exchange Commission within four business days of the conclusion of this meeting.

Jack Griffin
Chairman of the Board of Directors, Harte Hanks

Thank you, Mr. Hassett. I would like now to conclude the formal business portion of the meeting. Because there is no other formal business to come before the meeting, the meeting is hereby adjourned. That concludes today's meeting, and we thank you for coming and for your time and for your continuing investment in Harte Hanks. Good afternoon.

Operator

This concludes today's meeting. Thank you for attending. You may now disconnect, and have a wonderful rest of your day.

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