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

On June 24, 2021, the Board of Directors (the "Board") appointed Mr. Brian Linscott as a director on its Board to fill the vacancy left by Mr. Andrew Benett's decision not to stand for re-election at the Harte Hanks (the "Company") annual meeting as discussed in more detail below.

Mr. Linscott was appointed Chief Executive Officer of the Company on June 23, 2021, and prior to that had served as Chief Operating Officer of the Company since January 2020. From 2015 to 2019, he served as a Partner at BR Advisors where he led the operational improvement of radio and printing companies, developed new partnerships, and facilitated asset transactions. He also serves as Operating Partner at Traverse Pointe Partners since 2014, where he advises a private equity fund on financial and operational assessment of equity investments and developed post-acquisition operational strategies to create stockholder value. From 2013 to 2015, Mr. Linscott served as a Managing Director at Huron Consulting Group where he managed client relationships, oversaw consulting teams, and developed new business opportunities in Huron's Business Advisory practice. From 2009 to 2012, Mr. Linscott served as Chief Financial Officer / Senior Vice President at Sun Times Media, LLC where he created and executed a restructuring plan that led to substantial EBITDA growth, cash flow improvement, and a successful sale of the company. Mr. Linscott received his B.S. in Finance from the University of Illinois, Urbana.

Mr. Linscott does not have any transactions reportable under Item 404(a) of Regulation S-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Harte Hanks, Inc. (the "Company") held the Company's 2021 Annual Meeting of Stockholders (the "Annual Meeting") on June 23, 2021, at which stockholders voted on the items below as indicated.





  I. Election of five (5)* Board nominees, each to serve until our 2022 annual
     meeting of stockholders or until their successors are duly elected and
     qualified:




Nominees             For       Withhold Broker Non-Votes
Genni Combes         4,097,926 3,294    655,154
David L. Copeland    4,022,181 79,039   655,154
John H. Griffin, Jr. 4,021,393 79,827   655,154
Bradley Radoff       4,097,879 3,341    655,154
Alfred V. Tobia, Jr. 3,865,816 235,404  655,154




  *   As disclosed in the 8-K filed on June 23, 2021, Andrew Benett, our former
  .   Chief Executive Officer and member of the Board of Directors, informed the
      Board prior to the Annual Meeting that he would not stand for re-election to
      the Board at the Annual Meeting and asked that the Company withdraw his name
      as a nominee for re-election.

  II. To consider and vote upon the approval (on a non-binding advisory basis) of
      the compensation of our named executive officers:




Number of Shares Voted
For       Against Abstain Broker Non-Votes
3,919,493 26,739  154,988 655,154






  III. To consider and vote upon the ratification of the selection of Moody,
       Famiglietti & Andronico, LLP as Harte Hanks' independent registered public
       accounting firm for the fiscal year ended December 31, 2021:




Number of Shares Voted
For       Against Abstain Broker Non-Votes
4,754,039 1,139   1,196   0

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