spok-20260430

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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SPOK HOLDINGS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Notice of Annual Meeting of Stockholders

2026 Proxy Statement

April 30, 2026

Dear Fellow Stockholder:

It is my pleasure to invite you to join us at the 2026 Annual Meeting of Stockholders (the "Annual Meeting") of Spok Holdings, Inc. (the "Company") to be held on Tuesday, July 21, 2026, at 10:00 a.m., Eastern Time. This year's Annual Meeting will again be conducted via live webcast as a virtual meeting of stockholders. You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/SPOK2026, and you will be able to submit your questions and vote your shares electronically by attending the Annual Meeting at this virtual location.

We are pleased to use the latest technology to increase access, to improve communication and to obtain cost savings for our stockholders and the Company. Use of a virtual meeting will enable increased stockholder attendance and participation as stockholders can participate from any location.

Details regarding how to attend the Annual Meeting online and the business to be conducted at the Annual Meeting are more fully described in the Notice of Annual Meeting and Proxy Statement.

At this year’s meeting, we will vote on the election of six directors and the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm. We will also conduct an advisory vote to approve the compensation of the Company’s named executive officers for 2025, and we will vote to approve the amendment and restatement of the Company’s 2020 Equity Incentive Award Plan.

We follow the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials to their stockholders over the Internet. We believe this expedites stockholders' receipt of proxy materials, lowers the annual meeting costs and conserves natural resources. Thus, we are mailing to many stockholders a Notice of Internet Availability of Proxy Materials (“Notice”), rather than copies of the Proxy Statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2025. The Notice contains instructions on how to access the proxy materials online, vote online and obtain your copy of our proxy materials. The Notice or a full set of proxy materials will be mailed on or about June 10, 2026 to stockholders of record as of May 26, 2026, the record date for the Annual Meeting.

Your voice is very important. Regardless of whether you plan to participate in the Annual Meeting, I urge you to date, sign and return your proxy card, or use telephone or Internet voting prior to the meeting, so that your shares of common stock will be represented and voted at the Annual Meeting. We appreciate your continued confidence in the Company and your support for our strategy, and we look forward to your participation in the Annual Meeting on July 21, 2026.


Sincerely,

/s/ Christine M. Cournoyer
Christine M. Cournoyer
Chair of the Board of Directors


Spok Holdings, Inc. Notice of 2026 Annual Meeting of Stockholders

DATE AND TIME:			Tuesday, July 21, 2026, 10:00 a.m., Eastern Time

PLACE:			Online at: www.virtualshareholdermeeting.com/SPOK2026

ITEMS OF BUSINESS:			1. To elect six nominees as directors to the Board of Directors; 2. To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026; 3. To hold an advisory vote to approve 2025 named executive officer compensation; 4. To approve the amendment and restatement of the Company's 2020 Equity Incentive Award Plan; and 5. To transact such other business as may properly come before the Annual Meeting.

ATTENDANCE AND VOTING:			You are entitled to attend and vote at the virtual Annual Meeting if you were a stockholder of record as of the close of business on May 26, 2026, the record date, or you hold a valid proxy for the Annual Meeting. A complete list of such stockholders will be open to the examination of any stockholder for a period of 10 days prior to the Annual Meeting for a purpose germane to the Annual Meeting at the Company’s offices at 3000 Technology Drive, Suite 400, Plano, Texas 75074. Your proxy materials will contain a 16-digit number that must be used to gain access to the Annual Meeting.

INTERNET AVAILABILITY:			We are using the Internet as our primary means of furnishing proxy materials to most of our stockholders. Rather than sending our stockholders a paper copy of our proxy materials, we are sending them a Notice of Internet Availability of Proxy Materials ("Notice") with instructions for accessing the material and voting via the Internet. This Proxy Statement and our 2025 Annual Report to Stockholders are available free of charge at www.virtualshareholdermeeting.com/SPOK2026 or on our website, www.spok.com.



PROXY VOTING:			We cordially invite you to participate in the Annual Meeting. Your participation is important regardless of the number of shares you own. Stockholders of record and beneficial owners will be able to vote their shares electronically at the Annual Meeting. Or you may vote prior to the Annual Meeting by telephone, through the Internet or by mailing your completed proxy card. For specific instructions on how to vote your shares, please refer to the section entitled "Questions and Answers About the Annual Meeting and Voting" starting on page 6 of the proxy statement.


By Order of the Board of Directors,

/s/Sharon Woods Keisling
Sharon Woods Keisling
Corporate Secretary and Treasurer
April 30, 2026
Plano, Texas

Forward-Looking Statements

This proxy statement contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that may cause the actual results of Spok Holdings, Inc. (the "Company," “we,” “our” or “us”) to be materially different from the future results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expectations include, but are not limited to, our ability to manage wireless network rationalization to lower our costs without causing disruption of service to our customers; our ability to retain key management personnel and to attract and retain talent within the organization; the productivity of our sales organization and our ability to deliver effective customer support; our ability to identify potential acquisitions, finance, consummate and successfully integrate such acquisitions, and achieve the expected benefits of such acquisitions; economic conditions, such as recessionary economic cycles, the impact of trade disputes, tariffs and other trade protection measures, higher interest rates, inflation and higher levels of unemployment; risks related to our overall business strategy, including maximizing revenue and cash generation from our established businesses and returning capital to stockholders through dividends and repurchases of shares of our common stock; competition for our services and products from new technologies or those offered and/or developed from firms that are substantially larger and have much greater financial and human capital resources; continuing decline in the number of paging units we have in service with customers, commensurate with a continuing decline in our wireless revenue; our ability to address changing market conditions with new or revised software solutions; undetected defects, bugs, or security vulnerabilities in our products; our dependence on the United States healthcare industry; long sales cycle of our software solutions and services; our reliance on third-party vendors to supply us with wireless paging equipment; our ability to maintain successful relationships with our channel partners; our ability to protect our rights in intellectual property that we own and develop and the potential for material litigation claiming intellectual property infringement by us; our use of open source software, third-party software and other intellectual property; our reliance on data centers and other computer systems, hardware, software and satellite networks and telecommunications systems infrastructure (collectively, "IT Systems") and technologies provided by third parties, and technology systems and electronic networks supplied and managed by third parties; cyberattacks, data breaches, system disruptions or other compromises to our or our critical third parties’ IT Systems, data, products or services; our ability to realize the benefits associated with our deferred income tax assets; future impairments of our long-lived assets or goodwill; risks related to data privacy and protection-related laws and regulation; and our ability to manage changes related to regulation, including laws and regulations affecting hospitals and the healthcare industry generally, as well as other risks described from time to time in our periodic reports and other filings with the Securities and Exchange Commission ("SEC"). Although the Company believes the expectations reflected in the forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. The Company disclaims any intent or obligation to update any forward-looking statements, except as required by law. Certain statements contained in this proxy statement, particularly pertaining to our environmental, social and governance (“ESG”) performance, goals, and initiatives, are subject to additional risks and uncertainties, including regarding gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third parties to provide certain information and to comply with applicable laws and policies; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for SEC reporting purposes, but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), and the interests of various stakeholders. Much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control. Similarly, such information often describes aspects of our ESG efforts or related policies and initiatives, but there can be no assurance and words such as “ensure,” “prevent,” or similar language should not be taken to mean that such efforts will be successfully implemented in all situations.


PROXY STATEMENT TABLE OF CONTENTS


Proxy Statement Summary			1
Questions and Answers About the Annual Meeting and Voting			6
Board of Directors and Governance Matters			11
Board Leadership Structure			11
Board Responsibility, Composition and Meetings			11
Governance Guidelines, Policies and Codes			11
Board’s Risk Oversight Role			12
Committees of the Board of Directors			13
Directors			14
Process for Nominating Directors			14
Director Qualifications			15
Director Independence Determinations			15
Compensation of Directors			15
Non-Executive Director Compensation Actions for 2025			16
Stock Ownership Guidelines for Non-Executive Directors and Prohibitions on
Pledging and Hedging			16
Board Tenure			16
Annual Performance Evaluation			17
Stockholders' Communications			17

Audit Committee Matters			18
Audit Committee Report			18
Independent Registered Public Accounting Firm Fees			19
Pre-Approval Policies and Procedures			19

Compensation Committee Matters			20
Introduction			20
Compensation Committee Interlocks and Insider Participation			20
Compensation Committee Procedures			20
Compensation Committee Report			22

Executive Compensation			23
Executive Officers			23
Compensation Discussion and Analysis – Table of Contents			24
Compensation Discussion and Analysis			25
Introduction			25
Executive Summary			25
Stockholder Outreach			28
Executive Compensation Design			30
2025 Executive Compensation Program Decisions			31
Other Considerations			38



Compensation Tables			40
Background			40
Summary Compensation Table			40
All Other Compensation Table			41
Grants of Plan-Based Awards			41
Outstanding Equity Awards			42
Stock Awards Vested			42
Payments upon Termination or Termination Due to Change in Control			43
Employment Agreement and Termination Arrangements – CEO			43
Termination Arrangements – NEOs (Excluding the CEO)			46
Change in Control Arrangements – NEOs (Excluding the CEO)			47
Severance Recovery Policy			49
Pay versus Performance			50

Proposals Requiring Your Vote			56
Proposal 1 – Election of Directors			56
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm			60
Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation			60

Proposal 4 - Approval of the Amendment and Restatement of the Company's 2020 Equity Incentive Award Plan			61

Security Ownership of Certain Beneficial Owners and Management			70
Directors, Officers and Certain Other Beneficial Owners			70
Securities Authorized for Issuance under Equity Compensation Plans			71

Related Party Transactions			72
Transactions with Related Parties			72
Review, Approval or Ratification of Transactions with Related Parties			72


Stockholder Proposals and Company Documents			73

Other Matters			73
Appendix A - Spok Holdings, Inc. Amended and Restated 2020 Equity Incentive Award Plan			74


PROXY STATEMENT SUMMARY

This summary highlights information about Spok Holdings, Inc. (the “Company,” “Spok,” “we,” “our” or “us”) and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). This summary does not contain all the information that you should consider in voting your shares, and you should carefully read the entire Proxy Statement. Spok, Inc. is our operating subsidiary and is an indirect wholly owned subsidiary of Spok.

VOTING MATTERS AND BOARD OF DIRECTORS RECOMMENDATIONS

Our Board of Directors ("Board") unanimously recommends that you vote on the accompanying proxy card or by telephone or via the Internet as set forth on the proxy card, as follows:


Proposal	Board Vote Recommendations	Page Reference
1. Election of Six Directors	FOR Each Nominee	56
2. Ratification of the Appointment of Independent Registered Public Accounting Firm	FOR	60
3. Advisory Vote to Approve Named Executive Officer Compensation for 2025 (“Say-on-Pay”)	FOR	60
4. Approval of the Amendment and Restatement of the Company's 2020 Equity Incentive Award Plan	FOR	61

BOARD OF DIRECTORS NOMINEES

You are being asked to vote on the following six nominees for director. The following table sets forth the names, ages as of April 30, 2026, and certain other information for the six nominees. Each director is elected annually by a majority of the votes cast. Further information about each nominee can be found starting on page 56.

Name

Age

Director Since

Principal Occupation

Independent

Dr. Bobbie Byrne

2020

EVP and Chief Information Officer, Advocate Aurora Health

Yes

Christine M. Cournoyer

2020

Former Chair and Chief Executive Officer of N-of-One, Inc.

Yes

Randy H. Hyun

2021

Executive in Residence, Frazier Healthcare Partners

Yes

Vincent D. Kelly

2004

President and Chief Executive Officer, Spok Holdings, Inc.

Todd Stein

2018

Co-Investment Manager of Braeside Investments, LLC

Yes

Brett Shockley

2020

Chair and Chief Executive Officer of Journey AI, Inc.

Yes

CORPORATE GOVERNANCE HIGHLIGHTS


•Annual election of directors by majority of votes cast (in uncontested elections) •Five of our six nominees for director are independent •Chair of the Board of Directors is an independent director •All Board committees consist solely of independent directors •Stock ownership guidelines for both directors and executive officers			•Policies prohibiting hedging and pledging of our stock •Compensation "clawback" policy •Comprehensive Code of Business Conduct and Ethics •Strong pay-for-performance philosophy •Regular executive sessions of independent directors •No stockholder rights plan or "poison" pill •Nominating and Governance Committee of the Board (the "Nominating and Governance Committee") has oversight over our ESG Committee, an internal working group co-chaired by executive leaders

STOCKHOLDER ENGAGEMENT

We value our stockholders' input and interact with our stockholders in a variety of ways. In 2025, our stockholder engagement included: 1) speaking with our largest stockholders throughout the year; 2) conducting quarterly reviews of our financial and operating results; and 3) meeting individually with investors and other interested parties who requested meetings with management. We welcome the opportunity to meet with stockholders. Our Investor Relations professional is the contact point for stockholder interaction with the Company. Stockholders can reach us at (952) 224-6096 or via email at al.galgano@spok.com.

COMPENSATION PROGRAM HIGHLIGHTS

•Annual base salary rates for current named executive officers ("NEOs") remained unchanged in 2025.

•We set rigorous goals for the 2025 short-term incentive plan (“STIP”) and paid awards based on achievement of these goals. We paid 2025 STIP awards above the incentive target for each NEO, primarily driven by wireless revenue of $72.5 million and adjusted EBITDA of $29.0 million, which were both higher than target performance.

•The Company granted Restricted Stock Units (“RSUs”) to selected executives in January 2025 under the Long-Term Incentive Plan (“LTIP”). The equity-based award is divided between time served with the Company (50% time-based) and achieving aggregate performance goals (50% performance-based) for the cumulative three-year period beginning January 1, 2025 and ending December 31, 2027.

•Stock ownership guidelines remain in effect for all executive officers, including NEOs.

•Policies prohibiting pledging and hedging of our stock remain in effect for all executive officers, including NEOs.

KEY GOVERNANCE ELEMENTS IN OUR EXECUTIVE COMPENSATION PROGRAM

The following is a summary of specific elements of our 2025 executive compensation program designed to align the interests of our stockholders and executives:


ALIGNMENT WITH STOCKHOLDERS
Pay-for-Performance			Corporate Governance
•We provide meaningful at-risk elements of compensation for executives that are performance-based.			•We generally do not enter into individual executive compensation agreements. Only our CEO has an employment contract.
•Equity-based LTIP awards for 2025 were in line with our peer group and are 50% performance-based, 50% time-based and 100% aligned with stockholder value.			•We devote significant time to strategic development and linkage of quantifiable results to executive compensation.
•Actual realized total compensation is designed to fluctuate with, and be commensurate with, actual performance.			•We maintain a market-aligned severance policy for executives upon a change in control. No excise tax gross-ups are provided to our executives.
•Short-term incentive awards for 2025 were 100% dependent upon our performance and are measured against objective financial metrics that are intended to link either directly or indirectly to the creation of value for our stockholders.			•The Compensation Committee of the Board (the "Compensation Committee") uses an independent compensation consultant when seeking outside recommendations.
•We balance growth and return objectives, top and bottom line objectives, and short- and long-term objectives to reward overall performance that does not over-emphasize a singular focus.			•Our compensation programs are intended to not encourage imprudent risk-taking.
•50% of our long-term incentives for 2025 were delivered in the form of performance-based RSUs, which vest only if pre-established quantifiable financial metrics are achieved over a multi-year period.			•We maintain stock ownership guidelines for executive officers and non-employee directors. We also prohibit executive officers and directors from engaging in any form of hedging or pledging transactions involving our stock.
•We review our pay-for-performance relationship on an annual basis.			•We conduct a stockholder outreach program throughout the year.
			•We disclose our corporate performance goals and achievements relative to our STIP goals each year.

Our Commitment to Corporate and Social Responsibility

Guided by our purpose and mindful of our stockholders, customers, communities and others whose trust we value, we are committed to establishing an industry-leading Corporate and Social Responsibility (“CSR”) program. We believe sustainability is a key part of our business strategy. We bring the experience, collaboration, resilience, and courage to explore new opportunities to address relevant issues to better manage risk and generate sustainable, long-term value for our stockholders, customers, healthcare partners and team members. Our Board recognizes the integral role that our corporate purpose and culture plays in the Company’s long-term success, and we believe our ability to proactively manage relevant risks and opportunities demonstrates the effective leadership and governance principles that investors desire.

The Nominating and Governance Committee has formal responsibility and oversight for environmental and social policies and programs and receives reporting on key ESG matters and initiatives. The Nominating and Governance Committee also has oversight over our ESG Committee, an internal working group on ESG that is co-chaired by executive leaders who report directly to the CEO and comprised of employees from multiple business units. The ESG Committee serves as the central oversight body for our ESG strategies to fulfill our ESG mission in serving customers, stockholders, employees and the communities we impact through effective and sustainable practices.

Spok’s ESG policies, programs, and practice statements include the following (none of which are incorporated by reference):

•Environmental Management System

•Vendor Code of Conduct

•Enterprise Labor Rights Policy

•Conflict Minerals Policy

•Climate Policy

•Anti-Harassment and Non-Discrimination Policy

•Employee Handbook

•Annual ESG Report

Environmental Initiatives

The key components of our environmental initiatives include: strategically optimizing our real estate and facilities footprint; improving accessibility of our offices and the preservation of natural resources; empowering and educating our employees; monitoring vendors and suppliers and partnering with those who share our environmental values; producing ESG-focused products for clients, and serving as an ESG example for the public.

•We stock our office pantries with reusable or recyclable products.

•Our offices are located near public transportation or electric car charging stations.

•We emphasize our commitment to act as a responsible corporate citizen, endeavoring to lessen our environmental impact and make our operations environmentally efficient.

•Our Green Working Team brings together employees who are passionate and knowledgeable about the environment and who want to make a difference in their office and community.

•We offer employee awareness training on ESG topics, such as supply chain, consumption, waste reduction/recycling, travel and what employees can do to impact their community.

•We encourage suppliers to adopt sustainability and environmental practices in line with our published Vendor Code of Conduct.

To the extent practical, we expect our vendors to provide us with a reporting and transparency commitment related to sustainability and environmental impacts.

Sustainability

The Company embraces resource sustainability and environmental restoration as key methods for value creation. Our wireless and software solutions help our clients develop paperless processes that eliminate waste and benefit the economy and the environment. The Company's products and services and internal policies — ranging from our employees' ability to work remotely to proper handling, recovery, and recycling of electronic equipment (laptops, modems, transmitters, and batteries) — help our employees and customers use less energy, and therefore create fewer greenhouse gas emissions for a given amount of activity. To learn more about our sustainability efforts, please visit our Company website at www.spok.com/about-spok/investor-relations/. Information on the Company’s website is not, and shall not be deemed to be a part of this Proxy Statement or incorporated into any other filings the Company makes with the SEC.

Equal Opportunity

Attracting, developing, and motivating the best people is critical to our success. We strive to create a working environment where employees feel respected and valued for their contributions. We have invested in a new employee recognition program and enhanced the ability for employees to set their own work objectives in line with the Company’s goals.

We strive to provide an inspiring, impactful and dynamic experience to all of our employees. We invest in our employees to ensure we remain an employer of choice and to inspire leadership, creativity, execution and personal growth. In our daily work, we value and reward client focus, integrity, collaboration, expertise and accountability, and we reinforce these values by embedding them into our programs, policies and processes.

The Board, Nominating and Governance Committee, and management regularly engage in in-depth discussions, including discussions regarding the alignment of our culture with our corporate strategy, efforts to shape our corporate culture, succession planning, talent development, and other initiatives.

We have an Inclusion Council, separate from our ESG Committee, made up of employees representing multiple business segments and various levels of seniority. The Council is committed to fostering a workplace culture that values collaboration, respect, and equal opportunity and supports our Company’s core values. Being accountable to one another for our actions is a big part of who we are. The Council works to enhance awareness and engagement and to support leadership in optimizing the contributions of the Company. The Council provides recommendations for education, training, and tools to help employees grow professionally, while fostering an inclusive work environment. The Council reports their activity to the ESG Committee so that their activity can be reported in our annual Sustainability Report.

Our human capital management strategy focuses on promoting a culture that respects all voices and reflects our core values. Our Corporate and Social Responsibility Policy details this commitment. By taking an integrated approach that focuses on both opportunities and risks, we believe our evolving CSR strategy allows us to proactively address key reputational and operational risks that threaten the sustainability of our business.

Our solutions improve communications in critical situations, supporting organizations that save lives. It is why we believe strongly in being a good corporate citizen and promoting a company culture of giving back. Through volunteering, charitable fundraising, and other efforts, we provide support that improves people’s lives and makes the world a better place. We have created a culture of giving back and are committed to keeping corporate responsibility a part of everyday work. Our success as a company results from the care and compassion of our team members who bring our culture to life each day. Our team members generously volunteer their time each year, making their communities stronger for everyone.

Corporate and Social Responsibility Engagement

As we consult with our employees, state and community leaders, sustainability professionals and labor and non-profit groups about ways to expand our CSR metrics and enhance our planning process, we continue to develop specific quantitative targets for sustainability goals, and we intend to report the Company’s progress toward meeting those goals.

Key CSR efforts include:

•Annual workforce training;

•Approved Vendor Certification program;

•Charitable contributions and partnerships with American Lung Association, American Red Cross and Alzheimer’s Association, and local children's hospitals;

•Donation drives for the military and first responders;

•Comprehensive corporate wellness program that includes confidential employee assistance counseling, promoting mental, physical, social, and financial health;

•Public safety briefings and workshops;

•Ongoing engagement on third-party CSR initiatives, including the Sustainability Accounting Standards, Responsible Business Alliance Code of Conduct, Universal Declaration of Human Rights, International Labor Organization (ILO) International Labor Standards, Organization for Economic Cooperation and Development (OECD) Guidelines for Multinational Enterprises, and ISO and Social Accountability 8000 standards;

•Using environmentally preferred materials where possible;

•Reducing packaging volume to help lower transportation costs;

•Recycling, refurbishing and/or reusing our products and materials;

•Providing recycling information on product labels;

•Using environmentally friendly cleaning and personal care products; and

•Reducing the volume of waste in landfills.


QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

1. WHY DID I RECEIVE THESE PROXY MATERIALS?

Our Board is soliciting your proxy. Your proxy will be voted at the Annual Meeting on July 21, 2026, at 10:00 a.m., Eastern Time and at any adjournment(s) or postponement(s) of such meeting. All properly executed written proxies and all properly completed proxies submitted by telephone or by the Internet that are delivered pursuant to this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked before completion of voting at such meeting.

2. WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?

The Record Date for the Annual Meeting is May 26, 2026. Only stockholders as of the close of business on the Record Date will be entitled to vote and attend the Annual Meeting. On April 14, 2026, there were 20,887,010 shares of our common stock outstanding. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

3. WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A STOCKHOLDER WHO HOLDS STOCK IN STREET NAME?

If your shares of stock are registered in your name on the books and records of our transfer agent, you are the stockholder of record. If your shares of stock are held for you in the name of your broker, bank or other nominee, your shares are held in street name. The answer to Question 9, below, describes brokers’ discretionary voting authority and when your broker, bank or other nominee is permitted to vote your shares of stock without instructions from you.

It is important that you vote your shares if you are a stockholder of record and, if you hold shares in street name, that you provide appropriate voting instructions to your broker, bank or other nominee as discussed in the answer to Question 9.

4. WHAT ARE THE DIFFERENT METHODS THAT I CAN USE TO VOTE MY SHARES OF COMMON STOCK?

By Telephone or Internet: All stockholders of record may vote their shares of common stock by touch-tone telephone using the telephone number on the proxy card or Notice (within the United States, United States territories and Canada, there is no charge for the call), or by the Internet, using the procedures and instructions described on the proxy card or Notice and other enclosures. Street name holders may vote by telephone or the Internet if their brokers, banks or other nominees make those methods available. If that is the case, each broker, bank or other nominee will enclose instructions along with the Notice or proxy materials received from the Company. The telephone and Internet voting procedures, including the use of control numbers, are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares and to confirm that their instructions have been properly recorded.

In Writing: All stockholders also may vote by mailing their completed and signed proxy card (in the case of stockholders of record) or their completed and signed voting instruction form (in the case of street name holders).

Annual Meeting: This year, the Annual Meeting will be held entirely online to allow greater participation. Stockholders may participate in the Annual Meeting by visiting the following website:

www.virtualshareholdermeeting.com/SPOK2026

To participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted electronically during the Annual Meeting.

Even if you plan to participate in the online Annual Meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to participate in the Annual Meeting.

5. WHAT ITEMS WILL BE VOTED ON AT THE ANNUAL MEETING?


Proposal Proposal 1 – Election of Directors (page 56)			Board Recommendation and Voting Requirement Board Recommendation The Board recommends a vote “FOR” each of the nominees named in the Proxy Statement. Voting Requirement Directors will be elected by a majority of the votes cast. Thus, a nominee will be elected if the votes cast "FOR" the nominee exceed the votes cast "AGAINST" the nominee. If for any unforeseen reason, a nominee is unable or unwilling to serve, the proxies may be voted for the balance of those nominees named and for any substitute nominee designated by the present Board or the proxy holders to fill such vacancy, or for the balance of those nominees named without nomination of a substitute, or the Board may be reduced in accordance with our Bylaws. Each of the nominees for director has consented to stand for election, and the Board has no reason to believe that any of the persons nominated will be unable or unwilling to serve as a director if elected. Effects of Abstentions and Broker Non-Votes Abstentions and broker non‑votes will have no effect.

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm (page 60)			Board Recommendation The Board recommends a vote “FOR” this proposal. Voting Requirement The ratification of the appointment of the independent registered public accounting firm requires a majority of the votes cast. Thus, the selection will be ratified if the votes cast “FOR” exceed the votes cast “AGAINST.” Effects of Abstentions and Broker Non-Votes Abstentions will have no effect. We do not expect any broker non‑votes on this proposal.

Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation ("Say-on-Pay") (page 60)			Board Recommendation The Board recommends a vote “FOR” this proposal. Voting Requirement The advisory approval of the compensation of the Company's named executive officers requires a majority of the votes cast. Thus, the compensation of the Company’s named executive officers will be approved on an advisory basis if the votes cast “FOR” exceed the votes cast “AGAINST.” This vote is not binding upon the Company, the Board or the Compensation Committee. Nevertheless, the Compensation Committee values the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for the Company’s named executive officers. Effects of Abstentions and Broker Non-Votes Abstentions and broker non‑votes will have no effect.

Proposal 4 – Approval of the Amendment and Restatement of the Company's 2020 Equity Incentive Award Plan (page 61)			Board Recommendation The Board recommends a vote “FOR” this proposal. Voting Requirement The approval of the amendment and restatement of the Company's 2020 Equity Incentive Award Plan requires a majority of the votes cast. Thus, the amendment and restatement of the Company's 2020 Equity Incentive Award Plan will be approved if the votes cast “FOR” exceed the votes cast “AGAINST.” Effects of Abstentions and Broker Non-Votes Abstentions and broker non‑votes will have no effect.

6. WHO COUNTS THE VOTES?

We will continue, as we have for many years, to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results. This year, the tabulator will be Broadridge Financial Solutions.

7. WHAT IF A STOCKHOLDER DOES NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY?

Stockholders should specify their voting choice for each matter on the accompanying proxy. If no specific choice is made for one or more matters, proxies that are signed and returned will be voted “FOR” the election of each of the six nominees for director; “FOR” the ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the year ending December 31, 2026; “FOR” the advisory vote to approve the compensation of the Company’s named executive officers ("Say-on-Pay"); and "FOR" the approval of the amendment and restatement of the Company's 2020 Equity Incentive Award Plan.

8. WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all of these shares.

We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A. Computershare’s address is P.O. Box 43078, Providence, Rhode Island 02940-3078. You can reach Computershare at 1-800-442-0077 (from within the United States or Canada) or 1-781-575-3572 (from outside the United States or Canada).

9. WILL MY SHARES BE VOTED IF I DO NOT PROVIDE MY PROXY?

Stockholders of Record: If you are a stockholder of record (see Question 3), your shares will not be voted if you do not provide your proxy unless you vote online during the Annual Meeting. We therefore encourage you, regardless of whether you plan to participate in the Annual Meeting, to sign and return your proxy card, or use telephone or Internet voting prior to such meeting, so that your shares of common stock will be represented and voted at the Annual Meeting.

Street Name Holders: If your shares are held in street name (see Question 3) and you do not provide your voting instruction form to your bank, broker or other nominee, your shares may be voted by your broker, bank or other nominee, but only under certain circumstances. Specifically, under stock exchange rules, shares held in the name of your broker, bank or other nominee may be voted by your broker, bank or other nominee on certain “routine” matters if you do not provide voting instructions. Only the ratification of the appointment of Grant Thornton as the Company’s independent registered public accounting firm is considered a “routine” matter for which brokers, banks or other nominees may vote uninstructed shares. The other proposals to be voted on at the Annual Meeting (specifically, the election of director nominees, the advisory vote to approve the compensation of the Company’s named executive officers, and the approval of the amendment and restatement of the Company's 2020 Equity Incentive Award Plan) are not considered “routine” under stock exchange rules, so the broker, bank or other nominee cannot vote your shares on any of these proposals unless you provide to the broker, bank or other nominee voting instructions for each of these matters. If you do not provide voting instructions on a non-routine matter, your shares will not be voted on the matter, which is referred to as a “broker non-vote.”

OUR BOARD STRONGLY URGES YOU TO SUBMIT YOUR PROXY CARD SO THAT YOUR SHARES MAY BE VOTED AT THE ANNUAL MEETING.

10. ARE ABSTENTIONS AND BROKER NON-VOTES COUNTED?

Abstentions and broker non-votes will be included in determining the presence of a quorum, but will not be included in the totals of votes cast and will not otherwise affect the outcome of the vote at the Annual Meeting. Broker non-votes are described more particularly in Question 9 above.

11. HOW CAN I REVOKE A PROXY?

You can revoke a proxy before the completion of voting at the Annual Meeting by:

(a)giving written notice to the Corporate Secretary of the Company;

(b)delivering a later-dated proxy; or

(c)voting online during the Annual Meeting.

SEC Form DEF 14A filed by Spok Holdings Inc.