Spok (SPOK) investor relations material

Executive summary

• The annual meeting will be held virtually on July 21, 2026, with voting on six directors, ratification of the auditor, a say-on-pay vote, and approval of an amended equity plan.

• Proxy materials are primarily distributed online to enhance access and reduce costs.

• The company emphasizes stockholder engagement, cost management, and a transition toward a software-focused business.

Voting matters and shareholder proposals

• Four proposals: election of six directors, ratification of Grant Thornton LLP as auditor, advisory approval of 2025 executive compensation, and approval of the amended 2020 Equity Incentive Award Plan.

• Board recommends voting FOR all proposals.

• Voting can be done online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board consists of six nominees, five of whom are independent; Chair is an independent director.

• All board committees are composed solely of independent directors.

• Annual election of directors by majority vote; strong pay-for-performance philosophy.

• Stock ownership guidelines and prohibitions on hedging/pledging for directors and executives.

• Annual board and committee performance evaluations are conducted.