Harte Hanks (HHS) Proxy filing summary

Executive summary

• Achieved positive EBITDA in 2025, with net loss per share improving from $4.15 in 2024 to $0.11 in 2025 and ending the year with $5.6 million in free cash and zero debt.

• Operational improvements and Project Elevate drove significant cost savings and created a more agile foundation for future growth.

• Strategic priorities for 2026 include deepening customer relationships, incorporating AI in services, and modernizing operations.

• Decentralized sales model implemented in 2024 continues to foster accountability and business expansion.

Voting matters and shareholder proposals

• Four director nominees up for election to serve until the 2027 annual meeting.

• Advisory vote on executive compensation (say-on-pay) and ratification of Wolf & Company P.C. as independent auditor for 2026.

• Board unanimously recommends voting FOR all proposals.

• No other business is expected at the meeting; procedures for shareholder proposals for 2027 are outlined.

Board of directors and corporate governance

• Board reduced to four members in 2025, all independent under NASDAQ standards.

• Board committees: Audit, Compensation, Operating, and Nominating & Corporate Governance, each with defined charters and responsibilities.

• Majority voting provision for uncontested director elections; irrevocable resignations required if not elected by majority.

• Board held 20 meetings in 2025; directors attended at least 97% of meetings.

• Annual self-evaluation of board effectiveness and leadership structure.