EX-99.6 7 ex99-6.htm EX-99.6

 

EXHIBIT 99.6

 

FORM OF ELECTION

 

Harte Hanks, Inc.

 

This Form of Election is being delivered pursuant to the Agreement and Plan of Merger, dated as of August 14, 2026 (as it may be amended, supplemented or otherwise modified, the “Merger Agreement”), by and among Star Equity Holdings, Inc. (“Star”), Merger Sub - R, Inc. and Harte Hanks, Inc. (“Harte Hanks”). Pursuant to the Merger Agreement, Merger Sub - R, Inc. will merge with and into Harte Hanks, with Harte Hanks surviving as a wholly owned subsidiary of Star (the “Merger”). Capitalized terms used but not defined in this Form of Election have the meanings assigned to them in the Merger Agreement.

 

BY MAIL  

PAYMENT AGENT

[PAYMENT AGENT NAME / LOGO]

  BY HAND OR OVERNIGHT COURIER

[Payment Agent]

[Address]

Attn: [__________]

  To be effective, this Form of Election and the required accompanying materials must be received no later than 5:00 p.m., New York City time, on [__________], 2026 (the “Election Date”).  

[Payment Agent]

[Address]

Attn: [__________]

 

DO NOT DELIVER THIS FORM OF ELECTION TO STAR OR HARTE HANKS.

 

Questions may be directed to the Payment Agent at [__________].

 

Delivery to an address other than an address shown above will not constitute valid delivery.

 

1. ABOUT YOU AND YOUR SHARES

 

Complete this section for all shares of Harte Hanks common stock, par value $1.00 per share (“Harte Hanks Common Stock”), and any Award Company Shares covered by this Form of Election. If additional space is needed, attach a schedule containing the same information.

 

If this Form of Election covers a Company Option, the number of Award Company Shares and the amount of Merger Consideration payable in respect of that option will be determined in accordance with Section 2.9(a) of the Merger Agreement, including the applicable exercise price. Company PSUs and any company Options not entitled to consideration under Section 2.9 of the Merger Agreement are not eligible to make an election.

 

Name(s) and Address of Record Holder(s)   Certificate Number or Book-Entry Account Number   Number of Shares   Type (Certificate / Book-Entry / Award)
             
             
             
             
             
    TOTAL        

 

 

 

 

2. ELECTION

 

You may elect to receive one of the following forms of Merger Consideration for all or a portion of your shares of Harte Hanks Common Stock or Award Company Shares. All elections are subject to the proration, allocation and adjustment provisions of the Merger Agreement, including the Maximum Cash Amount described below.

 

SELECT   ELECTION   NUMBER OF SHARES
☐  

CASH ELECTION

 I elect to receive $5.00 in cash, without interest, with respect to the shares or Award Company Shares designated for this election, subject to the applicable option exercise price, if any, and the proration and adjustment provisions of the Merger Agreement.

  ________________
☐  

PREFERRED STOCK ELECTION

 I elect to receive 0.50 shares of Star’s 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share (“Star Preferred Stock”), with respect to the shares or Award Company Shares designated for this election, subject to the applicable option exercise price, if any, and the proration and adjustment provisions of the Merger Agreement.

  ________________
☐  

MIXED ELECTION

 I elect Cash Consideration for the number of shares entered in the Cash Election row above and Preferred Stock Consideration for the number of shares entered in the Preferred Stock Election row above, in each case subject to the applicable option exercise price, if any, and the proration and adjustment provisions of the Merger Agreement.

  ________________

 

IMPORTANT: If you make a Mixed Election, the total number of shares entered in the Cash Election and Preferred Stock Election rows may not exceed the total number of shares covered by this Form of Election. All elections must be made with respect to whole shares.

 

If no election is properly made, an election is revoked, or the Payment Agent determines that an election was not properly completed, signed or timely received, the affected shares will be treated as Non-Electing Company Shares and will receive Cash Consideration, Preferred Stock Consideration or a combination of both as provided in the Merger Agreement.

 

3. IMPORTANT PRORATION AND FRACTIONAL-SHARE INFORMATION

 

The aggregate amount of cash payable in respect of Harte Hanks Common Stock and Award Company Shares, together with cash payable in lieu of fractional shares of Star Preferred Stock, may not exceed $19,200,000 (the “Maximum Cash Amount”). If Cash Elections are oversubscribed, each Preferred Stock Electing Company Share and each Non-Electing Company Share will receive the Preferred Stock Consideration. Each Cash Electing Company Share will receive (i) a prorated portion of the Cash Consideration, determined by multiplying the Cash Consideration by a fraction, the numerator of which is the Maximum Cash Amount and the denominator of which is the aggregate cash that would have been payable if all Cash Electing Company Shares received the Cash Consideration in full, and (ii) the Preferred Stock Consideration in respect of the remaining portion of such Cash Electing Company Share. If Cash Elections are undersubscribed, Cash Electing Company Shares will receive Cash Consideration, Preferred Stock Electing Company Shares will receive Preferred Stock Consideration, and Star may allocate Cash Consideration, Preferred Stock Consideration or both to Non-Electing Company Shares, subject to the Maximum Cash Amount.

 

No fractional shares of Star Preferred Stock will be issued. Cash, without interest, will be paid in lieu of a fractional share in an amount equal to the fractional share multiplied by $10.00.

 

THE FORM AND AMOUNT OF MERGER CONSIDERATION ACTUALLY RECEIVED MAY DIFFER FROM THE FORM AND AMOUNT ELECTED.

 

4. CERTIFICATES, BOOK-ENTRY SHARES AND GUARANTEED DELIVERY

 

To make a valid election, this Form of Election must be properly completed, signed and timely received by the Payment Agent and must be accompanied by the materials required below:

 

●Certificates: Enclose all certificates representing shares covered by this Form of Election, duly endorsed in blank or otherwise in form acceptable for transfer, or provide an appropriate guarantee of delivery of such certificates in accordance with the guaranteed-delivery procedures specified by the Payment Agent.
●Book-Entry Shares: Follow the procedures specified by the Payment Agent and provide any agent’s message, transfer instruction or other evidence requested by the Payment Agent.
●Award Company Shares: Provide any additional documents or instructions required by the Payment Agent. No stock certificate is required for an Award Company Share.

 

Delivery will be effected, and risk of loss and title to any certificate will pass, only upon proper delivery of this Form of Election and the applicable certificate to the Payment Agent.

 

☐ Certificates are enclosed. ☐ Shares are held in book-entry form. ☐ Election relates to Award Company Shares. ☐ Guaranteed delivery is being used.

 

 

 

 

5. REQUIRED SIGNATURES

 

By signing below, the undersigned represents that the undersigned has full power and authority to make the election set forth above and agrees to the terms, conditions and instructions contained in this Form of Election, the proxy statement/prospectus and the Merger Agreement.

 

             
Signature of Holder  
Date
 
Signature of Joint Holder, if any
 
Date
             
             

Printed Name
  Capacity, if applicable  
Printed Name

Capacity, if applicable
             
             

Address
 
City / State / ZIP
 
Daytime Telephone
 
Email Address

 

Taxpayer Identification Number: ____________________

 

If signing in a fiduciary or representative capacity, attach evidence of authority unless already on file with the Payment Agent.

 

6. MEDALLION SIGNATURE GUARANTEE (IF REQUIRED)

 

A signature guarantee is required if this Form of Election is signed by a person other than the registered holder, or if any payment or book-entry position is to be issued in a name other than that of the registered holder, except as otherwise waived by the Payment Agent.

 

Authorized Signature of Eligible Institution

 

Name of Eligible Institution

___________________________________   ___________________________________
     

Name and Title

 

Address and Telephone

___________________________________   ___________________________________

 

Place Medallion Guarantee Stamp Here

 

 

 

 

INSTRUCTIONS FOR COMPLETING THE FORM OF ELECTION

 

Please read these instructions, the proxy statement/prospectus and the Merger Agreement carefully before completing this Form of Election.

 

1. ELECTIONS. Complete Sections 1, 2 and 5. You may make a Cash Election, Preferred Stock Election or Mixed Election. For a Mixed Election, specify the number of whole shares allocated to each election. The total number of shares elected may not exceed the number of shares covered by this Form of Election. Elections are subject to the proration, allocation and adjustment provisions of the Merger Agreement.

 

2. ELECTION DATE. The Payment Agent must receive this Form of Election, properly completed and signed, together with all required certificates or other materials, by 5:00 p.m., New York City time, on the Election Date. The Election Date will be the date of the Harte Hanks stockholder meeting or, if the Closing Date is more than four Business Days after that meeting, the date that is two Business Days before the Closing Date, unless Star and Harte Hanks mutually agree upon and publicly announce another date. Star and Harte Hanks will publicly announce the anticipated Election Date at least five Business Days before the anticipated Closing Date. If the Closing Date is delayed, the Election Date will be similarly delayed, and Star and Harte Hanks will announce the delay and, when determined, the rescheduled Election Date.

 

3. DELIVERY OF CERTIFICATES; BOOK-ENTRY SHARES; AWARD COMPANY SHARES. For certificated shares, deliver the certificates with this Form of Election, duly endorsed in blank or otherwise in form acceptable for transfer, or use the guaranteed-delivery procedures in Instruction 4. For book-entry shares or Award Company Shares, follow all additional procedures specified by the Payment Agent. Do not send certificates to Star or Harte Hanks.

 

4. GUARANTEED DELIVERY. If certificates cannot be delivered by the Election Date, an election may be made only if the Payment Agent receives by the Election Date a properly completed Form of Election and a properly completed notice or other appropriate guarantee of delivery in the form required by the Payment Agent from an eligible guarantor institution. The related certificates must then be delivered within the period specified by the Payment Agent.

 

5. REVOCATION OR CHANGE OF ELECTION. An election may be revoked with respect to all or a portion of the shares covered by it by written notice received by the Payment Agent before 5:00 p.m., New York City time, on the Election Date. An election may be changed before that deadline by submitting a properly completed and signed revised Form of Election in accordance with the Payment Agent’s procedures. Any shares subject to a revoked election will become Non-Electing Company Shares unless a new, properly completed and signed Form of Election is timely received. All elections automatically will be revoked if the Merger Agreement is terminated.

 

6. SIGNATURES. Signatures must correspond exactly with the name shown on the applicable certificate or stock records, without alteration, enlargement or other change. Joint holders must all sign. A trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity must indicate that capacity and submit satisfactory evidence of authority.

 

7. TRANSFER OF OWNERSHIP OR PAYMENT TO ANOTHER NAME. If ownership has been transferred but the transfer is not registered in Harte Hanks’ records, or if the Merger Consideration is to be issued or paid in a name other than that of the registered holder, the certificate must be properly endorsed or accompanied by an appropriate stock power or, in the case of book-entry shares, a proper transfer instruction must be presented, the signature must be guaranteed by an eligible institution and any applicable transfer taxes must be paid or satisfactory evidence of non-applicability must be provided.

 

8. LOST, STOLEN OR DESTROYED CERTIFICATES. If a certificate has been lost, stolen or destroyed, contact the Payment Agent promptly. The holder must provide an affidavit of that fact and, if requested by Star or the Payment Agent, post a customary indemnity bond before receiving Merger Consideration.

 

9. NOMINEES AND BENEFICIAL HOLDERS. Only record holders of Harte Hanks Common Stock and holders of Award Company Shares may submit this Form of Election directly. A broker, bank, trustee or other nominee may make separate elections on behalf of different beneficial owners, provided that the nominee follows the Payment Agent’s procedures and supplies any required supporting schedules or instructions. Beneficial owners should provide election instructions to their broker, bank or other nominee.

 

10. TAX FORMS; WITHHOLDING. The holder should provide a properly completed IRS Form W-9 or applicable IRS Form W-8, as requested by the Payment Agent. The Payment Agent, Star, Merger Sub, Harte Hanks and the surviving corporation may deduct and withhold amounts required by applicable tax law. Withholding with respect to Preferred Stock Consideration may be satisfied from cash otherwise payable or by withholding a portion of the Star Preferred Stock otherwise deliverable.

 

11. DETERMINATIONS; DEFECTS. The Payment Agent will determine whether an election has been properly made, revoked or lost and will perform the proration computations. Absent manifest error, those determinations and computations will be conclusive and binding.

 

12. NO VOTE. Completing and returning this Form of Election does not constitute a vote on the proposal to adopt the Merger Agreement. Voting instructions are contained in the proxy statement/prospectus.

 

 

 

 

13. NO INTEREST; FRACTIONAL SHARES. No interest will be paid on Cash Consideration or cash paid in lieu of fractional shares. No fractional shares of Star Preferred Stock will be issued; cash will be paid in lieu of a fractional share as described in Section 3 of this Form of Election.

 

14. ADDITIONAL COPIES AND QUESTIONS. Additional copies of this Form of Election may be obtained from the Payment Agent. Questions concerning completion or delivery should be directed to the Payment Agent at the contact information on the first page.

 

THE MERGER AGREEMENT AND PROXY STATEMENT/PROSPECTUS GOVERN. If this Form of Election conflicts with the Merger Agreement or the proxy statement/prospectus, the Merger Agreement and proxy statement/prospectus, as applicable, will control.

 

NOTICE OF GUARANTEED DELIVERY (IF APPLICABLE)

 

This section is to be completed only by an eligible guarantor institution if certificates cannot be delivered to the Payment Agent by the Election Date.

 

Name(s) of Record Holder(s)  
   
Certificate Number(s)  
   
Number of Shares  
   
Name of Eligible Guarantor Institution  
   
Authorized Signature / Name / Title  
   
Address / Telephone / Date