Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________

FORM 8-K

___________________________________________________

CURRENT REPORT

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

August 20, 2024

Date of Report (Date of Earliest Event Reported)

___________________________________________________

Harte Hanks, Inc.

(Exact Name of Registrant as Specified in its Charter)

___________________________________________________


Delaware	1-7120	74-1677284

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1 Executive Drive, Suite 303

Chelmsford, MA 01824

(512) 434-1100

(Address of principal executive offices and Registrant’s telephone number, including area code)

___________________________________________________

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	HHS	NASDAQ

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).

o 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. o

Item 4.01 Changes in Registrant’s Certifying Accountant.

After conducting a competitive process, on August 20, 2024, the Audit Committee of the Board of Directors (the “Audit Committee”) of Harte Hanks, Inc. (the “Company”) approved the appointment of Wolf & Company, P.C. (“Wolf”) as the new independent registered public accounting firm for the Company, subject to Wolf’s completion of its customary client acceptance procedures.

During the fiscal year ended December 31, 2023 (“fiscal 2023”), and for the subsequent interim period through August 20, 2024, no individual within, or on behalf of the Company, consulted Wolf regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K (“Regulation S-K”) of the U.S. Securities and Exchange Commission (the “SEC”) through that date.

On August 20, 2024, the Audit Committee also dismissed Baker Tilly US LLP (“BT”) as the Company’s independent registered public accounting firm, effective as of that date.

BT’s report on the Company’s consolidated financial statements for the period ended December 31, 2022 and 2023, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2022 and 2023, and in the subsequent interim period through August 20, 2024, there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with BT on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of BT, would have caused BT to make reference to the subject matter of the disagreement in connection with BT’s report. During the fiscal year ended December 31, 2023 and in the subsequent interim period through August 20, 2024, there were no “reportable events” (as defined under Item 304(a)(1)(v) of Regulation S-K).

The Company has provided BT with a copy of this report and requested that BT provide a letter addressed to the U.S. Securities and Exchange Commission indicating whether or not it agrees with the disclosures contained herein and, if not, the respects in which it does not agree. A copy of BT’s letter, dated August 23, 2024, is filed as Exhibit 16.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


			Exhibit No			Description

			16.1			Letter from Baker Tilly LLP to the Securities and Exchange Commission, Dated August 23, 2024

			104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 23, 2024	By:	/s/ David Garrison
		David Garrison Chief Financial Officer

Exhibit 16.1

August 23, 2024

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Dear Ladies and Gentlemen:

We are the former independent registered public accounting firm for Harte Hanks, Inc. (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated August 23, 2024 (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar as it pertains to our firm.

Sincerely,

/s/ Baker Tilly US, LLP

Document And Entity Information	Aug. 20, 2024
Document Information [Line Items]
Entity Tax Identification Number	74-1677284
Entity Address, Address Line One	1 Executive Drive, Suite 303
Pre-commencement Issuer Tender Offer	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	HHS
Security Exchange Name	NASDAQ
Entity Address, City or Town	Chelmsford
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01824
City Area Code	(512)
Entity Registrant Name	Harte Hanks, Inc.
Document Type	8-K
Document Period End Date	Aug. 20, 2024
Entity Incorporation, State or Country Code	DE
Entity File Number	1-7120
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000045919
Local Phone Number	434-1100