8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

September 14, 2018

Date of Report (Date of Earliest Event Reported)

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Harte Hanks, Inc.(Exact Name of Registrant as Specified in its Charter)

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Delaware	1-7120	74-1677284
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
9601 McAllister Freeway, Suite 610 San Antonio, Texas 78216 (210) 829-9000
(Address of principal executive offices and Registrant’s telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

[   ] Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 14, 2018, the Office of the CEO of Harte Hanks, Inc. (the “Company”) executed a separation agreement (the “Separation Agreement”) with Frank Grillo providing that he will step down as Chief Marketing Officer and from any officer and director positions with the Company’s subsidiaries effective September 17, 2018. The Separation Agreement, which memorializes the terms of his transition and separation of employment, provides that Mr. Grillo will receive seventy (70) days of salary continuation and also contains, among other terms, a release of claims against the Company, non-disparagement obligations, confidentiality and non-solicitation covenants.

On September 17, 2018, the Company issued a press release in connection with the announcement of Mr. Grillo’s separation and the appointment of Keith Sedlak as Senior Vice President of Sales for Marketing Services, effective September 24, 2018. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No	Description
99.1	Press Release of Harte Hanks, Inc. dated September 17, 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HARTE HANKS, INC.

Date: September 17, 2018    By: /s/ Jon C. Biro    

Name:    Jon C. Biro

Title: Chief Financial Officer and Executive Vice President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Harte Hanks, Inc. dated September 17, 2018.

EX-99.1

Keith Sedlak Joins Harte Hanks as Senior Vice President of Sales for Marketing Services

Brings deep expertise in marketing solutions, business development and client relations

Appointment is first step in Office of the CEO’s focus on driving growth and financial performance

September 17, 2018 – San Antonio – Harte Hanks today announced that Keith Sedlak will join the Company as Senior Vice President of Sales for Marketing Services. In this role, Mr. Sedlak will draw on his significant background in marketing solutions, business development and client relations to help advance Harte Hanks’ strategy and bring the Company’s innovative approach to a broad range of clients and industries.

Most recently, Mr. Sedlak served as Senior Vice President for business development at The Engine Group, a New York-based marketing firm. Mr. Sedlak has worked with multiple Fortune 1000 companies across a variety of industries, including CPG, Automotive, Retail, Healthcare, Financial Services, Management Consulting, Travel and Technology. He brings deep experience developing data-driven solutions across all media channels and marketing technology platforms.

Mr. Sedlak, who will be based in New York City, will report to Martin Reidy, Member of the Harte Hanks Board of Directors and the Office of the CEO. The Company also announced that Chief Marketing Officer Frank Grillo has resigned effective September 17.

“We are excited to welcome Keith, whose proven track record of success and client service will be invaluable as we enter a new and exciting period for our Company,” said Mr. Reidy. “With a technology-focused, data-driven approach, Keith is ideally suited to lead growth in Marketing Services and to collaborate with the leaders of Harte Hanks’ other practice areas.”

“This appointment is an important step as we continue to bring in top talent to Harte Hanks and focus on driving growth and financial performance,” said Jack Griffin, Member of the Board of Directors and Chairman of the Office of the CEO. “We are excited about the opportunities in the marketing services space, including potential M&A activity, as we seek to accelerate growth and improve profitability. Keith’s background in these areas provides Harte Hanks a significant advantage moving forward.”

About Harte Hanks:

Harte Hanks is a global marketing services firm specializing in multi-channel marketing solutions that connect our clients with their customers in powerful ways. Experts in defining, executing and optimizing the customer journey, Harte Hanks offers end-to-end marketing services including consulting, strategic assessment, data, analytics, digital, social, mobile, print, direct mail and contact center. From visionary thinking to tactical execution, Harte Hanks delivers smarter customer interactions for some of the world’s leading brands. Harte Hanks’ approximately 4,000 employees are located in North America, Asia-Pacific and Europe. For more information, visit Harte Hanks at www.hartehanks.com, call 800-456-9748, or email us at pr@hartehanks.com. Follow us on Twitter @hartehanks or Facebook at https://www.facebook.com/HarteHanks.

As used herein, “Harte Hanks” or “the Company” refers to Harte Hanks, Inc. and/or its applicable operating subsidiaries, as the context may require. Harte Hanks’ logo and name are trademarks of Harte Hanks.

Our press release may contain “forward-looking statements” within the meaning of U.S. federal securities laws. All such statements are qualified by this cautionary note, provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements other than historical facts are forward-looking and may be identified by words such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “seeks,” “could,” “intends,” or words of similar meaning. These forward-looking statements are based on current information, expectations and estimates and involve risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from what is expressed in or indicated by the forward-looking statements. In that event, our business, financial condition, results of operations or liquidity could be materially adversely affected and investors in our securities could lose part or all of their investments. These risks, uncertainties, assumptions and other factors include: (a) local, national and international economic and business conditions, including (i) market conditions that may adversely impact marketing expenditures and (ii) the impact of economic environments and competitive pressures on the financial condition, marketing expenditures and activities of our clients and prospects; (b) the demand for our products and services by clients and prospective clients, including (i) the willingness of existing clients to maintain or increase their spending on products and services that are or remain profitable for us, and (ii) our ability to predict changes in client needs and preferences; (c) economic and other business factors that impact the industry verticals we serve, including competition and consolidation of current and prospective clients, vendors and partners in these verticals; (d) our ability to manage and timely adjust our facilities, capacity, workforce and cost structure to effectively serve our clients; (e) our ability to improve our processes and to provide new products and services in a timely and cost-effective manner though development, license, partnership or acquisition; (f) our ability to protect our facilities against security breaches and other interruptions and to protect sensitive personal information of our clients and their customers; (g) our ability to respond to increasing concern, regulation and legal action over consumer privacy issues, including changing requirements for collection, processing and use of information; (h) the impact of privacy and other regulations, including restrictions on unsolicited marketing communications and other consumer protection laws; (i) fluctuations in fuel prices, paper prices, postal rates and postal delivery schedules; (j) the number of shares, if any, that we may repurchase in connection with our repurchase program; (k) unanticipated developments regarding litigation or other contingent liabilities; (l) our ability to complete anticipated divestitures and reorganizations; and (m) other factors discussed from time to time in our filings with the Securities and Exchange Commission, including under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017. The forward-looking statements in this press release are made only as of the date hereof and we undertake no obligation to update publicly any forward-looking statement, even if new information becomes available or other events occur in the future.

ContactRobby Tepper, Finsbury
(646) 805-2000