Spok (SPOK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on July 22, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

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

• Stockholders of record as of May 27, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Proposals include electing six directors, ratifying Grant Thornton LLP as auditor, and an advisory vote on 2024 executive compensation.

• The board recommends voting FOR all proposals and nominees.

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

Board of directors and corporate governance

• Five of six director nominees are independent; all board committees are fully independent.

• Annual director elections by majority vote; independent chair leads the board.

• Stock ownership guidelines and anti-hedging/pledging policies are in place for directors and executives.

• Board committees oversee audit, compensation, and governance/ESG matters.

• Annual board and committee performance evaluations are conducted.