Gary S. Rosenbach reaches agreement with Harte Hanks (HHS)

M.Cap: $35mm | Harte Hanks, Inc. (Harte Hanks) is a multi-channel marketing company. 

On May 14, 2025, Rosenbach entered into a cooperation agreement with the company, agreeing to standstill provisions, including restrictions on proxy solicitation, influencing others, and acquiring additional shares. He also agreed to vote in line with the board’s recommendations through the 2026 annual meeting, except on Extraordinary Transactions. The agreement terminates if Rosenbach’s stake falls below 10%.

Past:

Between December 2017 and May 2021, Houston H. Harte and BLR Partners/Fondren Management pushed for governance reforms at Harte Hanks. On December 27, 2017, Harte (10.6%) filed a 13D urging actions to enhance shareholder value, including declassifying the board and enabling 10%+ holders to call special meetings. On January 12, 2018, BLR (5.9%) demanded immediate governance changes, including a new Chairman and board refresh. On February 14, 2018, Harte cited poor performance and urged operational improvements. On February 15, 2018, BLR reiterated calls for the Chairman’s resignation and board overhaul. On March 1, 2018, Harte sent a follow-up letter reinforcing his demands. On May 11, 2018, BLR increased its stake to 8.3%. On May 17, 2018, the company signed a cooperation agreement with Harte, appointing four new directors and announcing four resignations, along with a proposal to declassify the board. On November 19, 2018, BLR trimmed its stake to 8.1%, then increased it to 9.4% on August 27, 2019. On April 29, 2021, BLR (9.9%) announced plans to nominate board candidates. On May 14, 2021, a second cooperation agreement led to the appointment of Mr. Radoff to the board and three committees.