Our Board of Directors (“Board”) is soliciting your proxy. Your proxy will be voted at the Annual Meeting on July 25, 201623, 2018 at 10:00 a.m. Eastern Time and at any adjournment(s) or postponement(s) of such meeting. All properly executed written proxies and all properly completed proxies submitted by telephone or by the Internet that are delivered pursuant to this solicitation will be voted at the Annual Meeting in accordance with the directions given in the proxy, unless the proxy is revoked before completion of voting at such meeting.

The Record Date for the Annual Meeting is May 27, 2016.25, 2018. Only stockholders of record on our transfer books at the close of trading on the NASDAQ National Market System on the Record Date will be entitled to vote and attend the Annual Meeting. On April 1, 20162018 there were 20,606,40820,012,269 shares of our common stock outstanding. Holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders.

If your shares of stock are registered in your name on the books and records of our transfer agent, you are the stockholder of record. If your shares of stock are held for you in the name of your broker, bank or other nominee, your shares are held in street name. The answer to Question 10 describes brokers’ discretionary voting authority and when your broker, bank or other nominee is permitted to vote your shares of stock without instructions from you.

To participate in the Annual Meeting, you will need the 16-digit control number included in your notice of Internet availability of the proxy materials,Notice, on your proxy card or on the instructions that accompanied your proxy materials.

Shares held in your name as the stockholder of record may be voted electronically during the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record also may be voted on electronically during the Annual Meeting.

Even if you plan to participate in the online Annual Meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to participate in the Annual Meeting.

We will continue our long-standing practice of holding the votes of each stockholder in confidence from directors, officers and employees, except: (a) as necessary to meet applicable legal requirements and to assert or defend claims for or against the Company; (b) in the case of a contested proxy solicitation; (c) if a stockholder makes a written comment on the proxy card or otherwise communicates his or her vote to the Company; or (d) to allow the independent inspectors of election to certify the results of the vote.

We will continue, as we have for many years, to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of election to certify the results. This year the tabulator will be Broadridge Financial Services.

Stockholders should specify their voting choice for each matter on the accompanying proxy. If no specific choice is made for one or more matters, proxies that are signed and returned will be voted “FOR” the election of each of the nominees for director,director; “FOR” the proposal to ratifyratification of the selectionappointment of Grant Thornton LLP (“Grant Thornton”), as our independent registered public accounting firm for the year ending December 31, 2016,2018; and “FOR” the advisory vote to approve the compensation of the Company’s named executive officers and "FOR" the approval of the adoption of our Employee Stock Purchase Plan.(“Say-on-Pay”).

We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Trust Company, N.A. Computershare’s address is P.O. Box 43078, Providence, Rhode Island 02940-3078. You can reach Computershare at 1-800-442-0077 (from within the United States or Canada) or 1-781-575-3572 (from outside the United States or Canada).

Abstentions and broker non-votes will not be included in the totals of votes cast and will not affect the outcome of the vote at the Annual Meeting. Broker non-votes are described more particularly in Question 10 above.

You can revoke a proxy before the completion of voting at the Annual Meeting by:

Participation in the Annual Meeting will NOT cause your previously granted proxy to be revoked. To revoke you must use one of the methods listed above. For shares you held beneficially in the name of a broker, trustee or other nominee, you may change your vote by submitting new voting instructions to your broker, trustee or nominee, or by participating in the Annual Meeting and voting your shares online during such meeting.

The cost of this solicitation of proxies will be paid by the Company. In addition to the use of mail, some of the officers and regular employees of the Company may solicit proxies by telephone and will request brokerage houses, banks, and other custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of common stock held of record by such persons. The Company will reimburse such persons for expenses incurred in forwarding such soliciting material. It is contemplated that additional solicitation of proxies will be made in the same manner under the engagement and direction of Broadridge Investor Communication Solutions, Inc. at an anticipated cost of $30,000,$18,000, plus reimbursement of out of pocket expenses. This cost includes support for the virtual Annual Meeting.

We are very pleased that theThe Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You are entitled to participate in the Annual Meeting only if you are a holder or joint holder of Spok common stock as of the close of business on May 27, 201625, 2018 or you hold a valid proxy for the Annual Meeting.

To participate in the Annual Meeting, you will need the 16-digit control number included in your notice of Internet availability of the proxy materials,Notice, on your proxy card or on the instructions that accompanied your proxy materials.

The meeting webcast will begin promptly at 10:00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:30 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and the Company. Hosting a virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world.world while also providing improved communication and cost savings for our stockholders and the Company.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call:

Your shares are counted as present at the meeting if you attend the meeting and vote online or if you properly return a proxy by Internet, telephone or mail. In order for us to conduct our meeting, a majority of the shares of common stock issued and outstanding and entitled to vote must be present online or by proxy at the meeting. This is referred to as a quorum. Abstentions and shares of record held by a broker, bank or other nominee (‘broker shares”) that are voted on any matter are included in determining the number of shares present. Broker shares that are not voted on any matter will not be included in determining whether a quorum is present.

If a quorum is not present at the scheduled time of the Annual Meeting, then either the chairman of the Annual Meeting or the stockholders by vote of the holders of a majority of the stock present in person or represented by proxy at the Annual Meeting are authorized by our Bylaws to adjourn the Annual Meeting until a quorum is present or represented.

Other than the fourthree items of business described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Vincent D. Kelly and Shawn E. Endsley,Michael W. Wallace, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any reason any of the nominees named in this Proxy Statement is not available as a candidate for director, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.

We intend to announce preliminary voting results at the Annual Meeting and publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days of the Annual Meeting or in our Quarterly Report on Form 10-Q if filed within four business days of the Annual Meeting.

The primary responsibility of the Board of Directors (the “Board”) is to foster the long-term success of the Company and, in turn, to oversee the generation of long-term stockholder value. In fulfilling this role, each director must exercise his or her good faith business judgment of the best interests of the Company. The Board has responsibility for establishing broad corporate policies, setting strategic direction and overseeing management, which is responsible for the day-to-day operations of the Company.

Our Board consists of eight directors.seven directors and will increase to eight directors if Mr. Stein is elected at the Annual Meeting. Directors are elected annually at each annual meeting to serve until the next annual meeting and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal. Each of the nominees, with the exception of Mr. Stein, currently serves as a director and was elected by the stockholders at the 20152017 Annual Meeting of Stockholders. Biographical information and qualifications of the nominees for director are included under “Proposal 1 – Election of Directors” on page 58.52.

The Board holds regular meetings each quarter and special meetings are held when necessary. The Board’s organizational meeting follows the annual meeting of stockholders. Each year, one of the Board meetings is devoted primarily to reviewing the Company’s long-range plan. The Board held 56 meetings in 2015.2017. The Board meets in executive session at every Board meeting. Directors are expected to attend the Board meetings, the annual meeting of stockholders and meetings of committees of the Board on which they serve, with the understanding that, on occasion, a director may be unable to attend a meeting. During 2015, all nominees

The Board has segregated the positions of Chair of the Board and Chief Executive Officer and President (“CEO”) since the Company’s inception in 2004. The position of Chair of the Board has been filled by an independent director. The Board believes that segregation of these positions has allowed the CEO to focus on managing our day-to-day activities within the parameters established by the Board. The position of Chair of the Board provides leadership to the Board in establishing our overall strategic direction consistent with the input of other directors and management. The Board believes this structure has served the stockholders well by ensuring the development and implementation of our strategies in the criticalhealthcare communications market.

Our primary risks consist of managing our business profitably during the continued transition of declining wireless revenues and subscribers and profitably expanding our software revenues and bookings. In general, the Board, as a whole and also at the committee level, oversees our risk management activities. The Board annually reviews management’s long range plan and the annual budget that results from the strategic planning process. Using that information the Compensation Committee establishes both the short-term and long-term compensation programs along with the performance criteria that apply to all executives of the Company (including the NEOs). These compensation programs are discussed and ratified by the Board. The compensation programs are designed to focus management on the performance metrics that we expect will drive profitability in our business and long-term stockholder value. See “Compensation Discussion and Analysis - Executive Compensation Design - Compensation Policies and Risk Considerations” for additional information regarding risk management related to the Company’s compensation policies and procedures. The Board receives periodic updates from management on the status of our business and performance (including updates outside of the normal Board meetings). Finally, as noted below, the Board is assisted by the Audit Committee in fulfilling its responsibility for oversight of the quality and integrity of our accounting, auditing and financial reporting practices. Thus, in performing its risk oversight, the Board establishes the performance metrics, monitors on a timely basis the achievement of those performance metrics, and oversees the mechanisms that report those performance metrics.

The Board has established various separately-designated standing committees to assist it with performance of its responsibilities. The Board designates the members of these committees and the committee chairs annually at its organizational meeting, which typically follows the annual meeting of stockholders, based on the recommendations of the Nominating and Governance Committee. The Chair of each committee works with Company management to develop the agenda for that committee and determine the frequency and length of committee meetings. After each meeting, each committee provides a full report to the Board.

The Nominating and Governance Committee is responsible for identifying and evaluating nominees for director and for recommending to the Board a slate of nominees for election at the annual meeting.

In identifying potential candidates for Board membership, the Nominating and Governance Committee relies on suggestions and recommendations from directors, management, stockholders and others, including from time to time executive search and board advisory firms. The Nominating and Governance Committee has the sole authority to retain, compensate and terminate any search firm or firms to be used in connection with the identification and assessment of director candidates.

The Nominating and Governance Committee considers proposed nominees whose names are submitted to it by stockholders; however, it does not have a formal process for that consideration. We have not adopted a formal process because we believe that an informal consideration process has served stockholders well. The Nominating and Governance Committee intends to review periodically whether a more formal policy should be adopted. If a stockholder wishes to suggest a proposed name for the Nominating and Governance Committee’s consideration, the name of that nominee and related personal information should be forwarded to the Nominating and Governance Committee, in care of our Secretary, at least six months before the next Annual Meeting of Stockholders to ensure time for meaningful consideration by the Nominating and Governance Committee. The policy for nominating directors is the same regardless if the nominees are submitted to the Nominating and Governance Committee by stockholders or if the nominees are recommended by the Company or the Board. The Company’s Bylaws set forth the procedures that a stockholder must follow to nominate directors. (See “Stockholder Proposals and Company Documents” on page 71.61.)

The current composition of our Board of Directors is discussed under “Board Responsibility, Composition and Meetings” on page 11.10. Biographical information and qualifications of the nominees for director are included under “Proposal 1-Election of Directors” on page 58.52.

The Nominating and Governance Committee considers Board candidates based upon various criteria, such as skills, knowledge, perspective, broad business judgment and leadership, relevant specific industry or regulatory affairs knowledge, business creativity and vision, experience and any other factors appropriate in the context of an assessment of the Nominating and Governance Committee’s understanding of the needs of the Board at that time. In addition, the Nominating and Governance Committee considers whether the individual satisfies criteria for independence, as may be required by applicable regulations, and personal integrity and judgment. Accordingly, the Board seeks to attract and retain highly-qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company.

The Nominating and Governance Committee is focused on diversity, and as part of its review of Board candidates, the Nominating and Governance Committee considers diversity in the context of age, business experience, knowledge and perspective from other fields or industries such as investment banking, manufacturing, professional services, government services or consulting among others. This consideration is included as part of the overall decision on the candidates for the Board.

The NASDAQ corporate governance rules require that a majority of the Board be independent. No director qualifies as independent unless the Board determines that the director has no direct or indirect material relationship with the Company. In assessing the independence of its members, the Board examined the commercial, industrial, banking, consulting, legal, accounting, charitable and familiar relationships of each member. The Board’s inquiry extended to both direct and indirect relationships with our Company. Based upon both detailed written submissions by members of the Board and discussions regarding the facts and circumstances pertaining to each member, considered in the context of applicable NASDAQ corporate governance rules, the Board has determined for the year ended December 31, 20152017 that all directors were independent, with the exception of Mr. Kelly, our CEO. The Board also reviewed the independence of Mr. Stein, including his relationship with Braeside, and determined that he was independent.

The Company’s philosophy is to provide competitive compensation necessary to attract and retain high-quality non-executive directors. The Board believes that a significant portion of compensation should be equity based to align directors’ interests with the interests of stockholders. Directors who are full-time employees of the Company (currently, only Mr. Kelly) receive no additional compensation for service as a director.

The Compensation Committee periodically reviews the competitiveness of director compensation, considers the appropriateness of the form and amount of director compensation and makes recommendations to the Board concerning such compensation with a view toward attracting and retaining qualified directors. There were no changes made to director compensation in 2015.2017.

Our current director compensation program provides that each non-executive director will receive an award of restricted shares of common stock (“restricted stock”) quarterly based upon the closing price per share of our common stock at the end of each quarter, such that each non-executive director will receive $60,000 per year of restricted stock ($70,000 for the Chair of the Audit Committee). The restricted stock will vest on the earlier of change in control of the Company or one year from the date of grant. In addition, the non-executive directors will be entitled to cash compensation of $45,000 per year ($55,000 for the Chair of the Audit Committee), also payable quarterly. These sums are payable upon the election of the non-executive director, in the form of cash, shares of common stock, or any combination thereof.

The following table presents the cash and equity compensation elements in place during 20152017 for our non-executive directors:

The non-executive directors are reimbursed for any reasonable out-of-pocket Board related expenses incurred. There are no other annual fees paid to these non-executive directors.

The Nominating and Governance Committee, as part of its evaluation of nominees to the Board, reviewed the tenure of each nominee. Each nominee to the Board, except for Mr. Butterfield, and Ms. Hylton, and Mr. Stein, has been a director since 2004. The Nominating and Governance Committee considered the Company’s ongoing long-term transition from a wireless centric customer base to a growing software centric criticalhealthcare communications customer base as a critical strategic and operational element for the Company’s future. Each nominee, except for Mr. Butterfield, and Ms. Hylton, and Mr. Stein, has been involved in oversight of the Company’s strategic and operational priorities since 2004 and understands how the Company’s strategies and operations have evolved to support the Company’s continued long-term transition. The Nominating and Governance Committee believes that this historical understanding is critical and allows the nominees to judge the Company’s priorities and operational plans during the transition in a manner that would best impact long-term stockholder value. Based on this evaluation, the Nominating and Governance Committee believes that all nominees, including Mr. Butterfield and Ms. Hylton should continue as directors on the Board.Board and that Mr. Stein should begin serving as a new director in 2018. As the Company continues through its transition, the Nominating and Governance Committee will review each Director to ensure appropriate Board composition.

We have not developed a formal process by which stockholders may communicate directly to the Board. We believe that an informal process, in which stockholder communications (or summaries thereof)directed to the Board are received by the Secretary forand the Board’s attention andcommunications (or summaries thereof) are provided to the Board, has served the Board’s and the stockholders’ needs. All communications received are immediately communicated electronically to the Board or Committee Chairman, where appropriate. Responses, if appropriate, to these communications may come from the Secretary or a Board member. Until other procedures are developed, any communications to the Board should be addressed to the Board and sent in care of our Secretary at the following address: Spok Holdings, Inc., c/o Secretary, 6850 Versar Center, Suite 420, Springfield, Virginia 22151-4148.

In accordance with its charter, the Compensation Committee may delegate its authority to the Chair of the Compensation Committee when it deems appropriate, unless prohibited by law, regulation or NASDAQ listing standards.

The primary processes and procedures for establishing and overseeing executive compensation include:

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained on pages 2622 through 4651 of this Proxy Statement with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee:

Our NEOs and executive officers serve at the pleasure of the Board (only Mr. Kelly has an employment contract). Set forth below is biographical information for each of our executive officers who are not also a director as of April 29, 2016.26, 2018. Our CEO, Mr. Kelly, is a director of the Company.

We will provide a detailed discussion of our executive compensation with a focus on the Compensation Committee’s decisions with respect to our NEOs. Our NEOs in 20152017 were:

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 provides stockholders with a non-binding advisory vote (“Say on Pay”Say-on-Pay”) on the compensation of our NEOs as such compensation is disclosed in our annual proxy statement. We hold these votes annually. At our 20152017 Annual Meeting, the 20142016 NEO compensation program was approved by 98.2%94.2% of the shares voting (excludes(excluding abstentions and broker non-votes). This result was a significant improvement from the 2014 Annual Meeting results where 52.0% of the votes cast voted againstThrough our NEO compensation program on an advisory basis. We believe that the significant support for the NEO compensation program was due in part to the changes outlined below, but we also conducted stockholder outreach in 20152017 and through April 2016 to obtain2018 we obtained feedback from our stockholders on our operational and financial performance as well as our NEO pay practices. This 20152017 and 20162018 stockholder outreach consisted of:

A more detailed discussion of our stockholder outreach is included in the section "Stockholder Outreach" on page 31.

Based on the past feedback from our stockholders, the Compensation Committee retained the following changeselements previously established in 2014 infor our 2015 executive (including the NEOs) compensation program:

Incorporating the feedback from stockholders theThe Compensation Committee designedadded the 2015 Executive Compensation Programfollowing new element to our executive (including the NEOs) compensation program:

Additional details can be consistent with the 2014 Executive Compensation Program (seefound in section "Elements of Compensation" on page 35) by retaining the 2014 changes and making no additional changes to the 2015 Executive Compensation Program.31 as well as "Long-Term Incentive Compensation" on page 35.

The compensation philosophy of our Company is intended to motivate executives to achieve Spok’s strategic goals and operational plans and attract and retain high quality talent while the Company transitions from a wireless centric customer base to a growing software centric criticalhealthcare communications customer base. This philosophy is supported by an executive compensation program centered onincluding a pay-for-performance objective that aligns executive compensation with stockholder value.value as well as an equity interest in the Company which we believe aligns executive financial interests with those of our stockholders. That philosophy is translated into the executive compensation program design based on the following principles.

With the acquisition of the software operations in 2011 the Company has begun a long-term transition from a declining wireless centric customer base to a growing software centric criticalhealthcare communications customer base. This means that until our software revenue growth exceeds the decline in our wireless revenue, total consolidated revenue will decline each year. Maintaining our position as a leader in healthcare communication and collaboration requires us to continue development of our integrated platform and invest in the key areas of customer need including: 1) mobility, 2) integrated platform, 3) nursing solutions and 4) alerting. We will continue to increase our spending on product development and strategy in 2018 and beyond to develop these solutions and compete in the changing marketplace. This also means that operating cash flow (a non-GAAP financial measure)investment in our future has been and will alsobe reflected in our research and development expenses. The Company is not aware of any specific event which was the primary cause for a decline year over year until the Company successfully transitions to growth. Both consolidated revenuein share price between January 1 and operating cash flow (as defined by the Company), along with software operations bookings, have been identified by the Compensation Committee as key drivers of stockholder value during this transition.

The 20152017 operating objectives and priorities that we established for the Company and thatwhich were outlined in our 20142016 Annual Report to Stockholders reflect this transition. Our achievement against these operating objectives and priorities is outlined below.

We also announced our plan to return $21 million to stockholderscontinue our regular quarterly dividend of $0.125 per common share in 2016 through a combination of dividends, common stock repurchases and/or special dividends.2018.

The following graphs provide a summary of the Company’s annual financial performance since the acquisition of the software operations in March 2011. This summary also includes our 2015 achievements which support the Company’s long-term transition from a declining wireless centric customer base to a growing software critical communications customer base.

On an annual basis the compensation of our NEOs, as such compensation is disclosed in our annual proxy statement, is submitted to our stockholders for a non-binding advisory vote (“Say on Pay”).Say-on-Pay vote. In 20152017, the 20142016 NEO compensation programCompensation Program was approved by 98.2%94.2% of the shares voting (excludes(excluding abstentions and broker non-votes). This result was a significant improvement from the 2014 Annual Meeting results when 52.0% of the votes cast voted against our NEO compensation program on an advisory basis. We believe that the significant support for the NEO compensation programCompensation Program was due in part to the changescontinuing impact of the elements outlined below which were implemented in recent years, but we also continued our stockholder outreach in 20152017 and through April 20162018 to obtain feedback from our stockholders on our operational and financial performance as well as our NEO pay practices. This 20152017 and 20162018 stockholder outreach consisted of:

For this stockholder outreach the agenda generally included (1) a review of the Company's operations and results to date, (2) a discussion of the Company's strategic direction outlining the Company's transition from a declining wireless revenue base to a profitable growing criticalhealthcare communications software business and (3) any other matters that might bewere of interest to investors including the Company's compensation philosophy, long-term stockholder value, and its alignment with the Company's strategic direction. During 2017, the Company spoke directly with stockholders representing approximately 80% of the total shares outstanding as of December 31, 2017. The Company did not receive any significant feedback on corporate governance matters. Generally, the CEO, the CFO, the Corporate Secretary and Treasurer and other selected members of the executive management team attendedour investor relations professionals took part in these meetings. For the investor meeting in New York City on November 3, 2015 all of the Board of Directors attended including the Chairdiscussions and members of the Compensation Committee. At all of these meetingsour stockholders were free to make inquiries about any matter of interest to the stockholder.

The design of our executive compensation has been made to considerprogram reflects the unique strategic situation of the Company using the compensation principles of our Compensation Philosophy. Our Company has been a public company since we were founded in November 2004 resulting from the merger of Metrocall Holdings, Inc. and Arch Wireless, Inc., the two largest remaining independent paging companies in the United States. The merger allowed us to consolidate operations, reduce costs and create stockholder value including the return of $520.8$98.4 million throughbetween January 1, 2013 and December 31, 20152017 in the form of dividendscash distributions (including dividends) and common stock

In an effort to capitalize on the valuable customer franchise from our wireless customer base in the healthcare industry segment, we acquired Amcom Software, Inc. (“Amcom”) in 2011. Amcom provided criticalhealthcare communication software solutions to customers in a variety of industries with a particular emphasis on healthcare. This common focus on the healthcare segment provided our Company with a unique opportunity. ThatThis unique opportunity allowed for transition from a declining wireless revenue stream to a growing criticalhealthcare communications software business while creating significant stockholder value during the transition. In essence, the Company must profitably manage two revenue lines: 1) a declining wireless revenue stream and related subscribers and 2) a growing criticalhealthcare communications software business. We are engaged in a multi-year transition from a declining hardware based wireless company to a growing criticalhealthcare communications software company. Becoming the leader in healthcare communication and collaboration requires us to continue development of our integrated platform and invest in the key areas of customer need including: 1) mobility, 2) integrated platform, 3) nursing solutions and 4) alerting. We will continue to increase our spending on product development and strategy in 2018 and beyond to develop these solutions and compete in the changing marketplace. These strategic considerations are important operational elements considered by the Compensation Committee in determining 20152017 compensation for our executives, including our NEOs. The Compensation Committee actively considers the implications of this business transition and the evolving size and nature of the overall business when developing the target pay opportunities as part of the executive compensation program design.

For all of our executives, which include the NEOs, incentive compensation in 2017 is intended to be based 100% on the operating performance of the Company as a whole as determined by the Compensation Committee and ratified by the Board. The Compensation Committee believes that elements of incentive compensation paid to executives should be closely aligned with the Company’s short-term and long-term performance; linked to specific, measurable results thatwhich create value for stockholders; and assist the Company in attracting and retaining key executives critical to long-term success.

In establishing compensation for executives, the Compensation Committee has the following objectives:

The following chart summarizes the key pay elements during 2017 for our executives including the NEOs. Each element is described in detail beginning on page 3533 in the section “2015“2017 Executive Compensation Program Decisions”.

We believe, as is common in the NEOs. The two at-risk elements oftechnology sector and with our executive compensation program are the STIP and the LTIP awards. With respect to both the STIP and LTIP awards, the Compensation Committee establishes measurable performance criteria that is based on company-wide metrics such as consolidated revenue, OCF (defined as operating income plus depreciation, amortization and accretion, less capital expenditures; all determined in accordance with U.S. GAAP) and software operations bookings (sales orders from customers for our software solutions). Determination of the payouts for the STIP and LTIPindustrial peers, equity awards are measured against the pre-established Company-wide criteria. a key compensation-related motivator in attracting and retaining executive officers in addition to base salary and cash bonuses. Each of these components are discussed in further detail in later sections.

The Compensation Committee believes that this approach focuses each executive on overall measurable Company performance, minimizes the risk of conduct detrimental to the Company and retains the executive. The

The elements of compensation, all of which are discussed in greater detail below, include:

Base salaries are intended to provide our NEOs with a degree of financial certainty and stability that does not depend on our performance, and are part of the total compensations package that the Compensation Committee believes is necessary to help ensure the retention of our NEOs. The base salary element of our compensation program is designed to be competitive with compensation paid to similarly situated, competent and skilled executives. Based on the Company’s planned operations for 2015,2017, the Compensation Committee's review of the executive compensation program and the overwhelming approval by stockholders of the 20142016 Executive Compensation Program the Compensation Committee made no changes to the NEO base salaries for 2015. As noted above the Compensation Committee did establish a revised base salary for Hemant Goel who was promoted to the position of President of Spok, Inc. In 2015 all employees (including the NEOs) received a one-time extra biweekly payroll payment due to a payroll leap year that resulted in 27 biweekly payments as opposed to 26.2017.

The base salaries paid to our NEOs are set forth in the Summary Compensation Table on page 4741 in the Salary column. The increase in salary from 2014in 2015 reflects thea one time extra biweekly payroll payment due to the payroll leap year discussed above.year. All employees of the Company received this extra biweekly payroll payment.

We provide certain employee benefits and limited perquisites to our NEOs. In general except as noted below, the other elements of compensation are the same as offered to all other employees of the Company.

Spok Holdings, Inc. Savings and Retirement Plan (the “Plan”) is open to all Company employees working a minimum of twenty hours per week with at least thirty days of service. The Plan qualifies under Section 401(k) of the Internal Revenue Code (the “Code”). Under the Plan, participating employees may elect to voluntarily contribute a percentage of their qualifying compensation on a pretax or after-tax basis up to the annual maximum amounts established by the Code. The Company matches 50% of the employee’s contribution, up to 5% of each participant’s gross salary per pay period, or 50% of the employee’s annualized contribution up to $2,500, whichever is greater. There is a per-pay-period match on the 5% component and an end-of-year true up on the $2,500 component. Contributions made by the Company become fully vested three years from the date of the participant’s employment. Profit sharing contributions are discretionary. In 2015, 20142017, 2016 and 2013,2015, we made matching contributions in amounts equal to $31,565, $29,387$29,229, $32,971, and $25,135,$31,565, respectively, for the NEOs participating in the Plan as reflected in “All Other Compensation Table for 2015”2017” in the “Compensation Tables” section on page 48.42.

the underlying RSUs. Payment ofRSUs if the DERs was made to each participant, including the NEOs, in 2015.pre-established performance criteria is met. If a participant voluntarily leftleaves the employ of the Company, the underlying DERs wereare forfeited along with forfeiture of the unvested RSUs.

Our STIP is designed to motivate our executives and key employees (including the NEOs) and reward them with cash payments for achieving quantifiable, pre-established Company performance criteria.

The Compensation Committee selected the 20152017 performance criteria, all of which are key elements leading to long-term stockholder value creation, for the STIP based on the following rationale:

The Compensation Committee believes that these three 2015five 2017 STIP performance criteria are the key elements that supportsupporting stockholder value creation and appropriately focusedfocus management on successfully transitioning the Company to growth.

The threshold, target and maximum performance goals for each component of the performance criteria and the payouts that would have been provided under the 20152017 STIP in the event of performance at each applicable level are set forth in the following tables.

The Compensation Committee actively considers the appropriate size of the pay opportunity each year in light of the evolving nature and size of the business. The Compensation Committee determines the threshold, target and maximum payouts for each performance criterion based on the Compensation Committee's understanding of the Company's LRP and the expectations for 2015.2017. Based on this understanding the Compensation Committee also establishedestablishes the relative weighting for each performance criteria with OCFDevelopment Milestone afforded the most significant weighting (see "Description of the STIP Performance Criteria").

In establishing the software operations booking target level for 20152017 the Compensation Committee reviewed the actual performance level for software operations bookings in 2014. In reviewing the 2014 level of software operations bookings the Compensation Committee noted that $6.7 million of software operations bookings resulted from federal government activity. That $6.7 million in software operations bookings resulted from a multi-year sales effort2016 and process that culminated in 2014 that would not be replicated in 2015. Excluding this activity the Compensation Committee noted that the baseline level of software operations bookings for 2014 would have been $38.4 million. Based on the Compensation Committee's review of the LRP (as noted above) the Compensation Committee established the 2015 target level for software operations bookings at $44.1 million, an increase of approximately 15% over the adjusted 2014 software operations bookings. The Compensation Committee believed that this target level was appropriate based on its understanding of the Company's 2014 operations and expected 2015 operations.

Then the Compensation Committee established the threshold and maximum payout levels based on the Compensation Committee's judgment as to the impact on stockholder value.

The STIP for each NEO is based on a percentage of the NEO’s base salary. For the NEOsNEOs' 2017 STIP, the percentage of base salary, the targeted payout and the actual payout were as follows:

Our 2017 LTIP rewards eligible executives, including the NEOs, through a combination of equity awards that contained time-based vesting and vesting based on the future financial performance of our Company by providing equity awards in the form of RSUs for creating value for our stockholders.Company. The goals of our long-term incentive program are to:

These goals were used in establishing the 2015 LTIP performance criteria for the 2017 grant outlined below.

In January 2017, performance period, the prorated STIP target award for 2015 when the participant commenced participation in the 2015 LTIP) or as otherwise determined bydescribed above, the Compensation Committee.

Under the terms of the performance-based grants, 100% of the target award is in the form of RSUs granted under our 2012 Equity Plan, subject to vesting as described below. Additionally, participants are entitled to DERs with respect to the RSUs to the extent that any cash dividends or cash distributions (regular or otherwise) are paid with respect to our common stock during the 2017-2019 performance period. The DERs are subject to the same vesting restrictions as the RSUs as to howwhich they relate, such that the DERs are paid and are only paid to the extent the applicable performance criteria underlying the RSUs have been attained. Vested RSUs will be settled in the Company's common stock and vested DERs will be paid in a lump sum cash payment with accrued interest, in each case, subject to income and employment tax withholding. The Compensation Committee believes that performance-based RSUs link long-term compensation for our executives to our Company’s operational and stock price performance as RSUs are earned only if pre-established performance goals are met and, if earned, are settled in shares of the Company’s common stock upon vesting.

The Compensation Committee actively considers the appropriate size of the pay opportunity each year in light of the evolving nature and size of the business. The Compensation Committee determines the threshold, target and maximum payouts for each performance criterion based on the Compensation Committee's understanding of the Company's LRP and the expectations for 2017. Based on this understanding the Compensation Committee also establishes the relative weighting for each performance criteria with operations bookings afforded the most significant weighting (see "Description of the LTIP Performance Criteria").

The 2017 LTIP grants provide that the grant will vest and be paid only if the minimum thresholds for the applicable performance criteria for the 2015-20172017-2019 performance period are achieved and will be forfeited if the minimum thresholds for the 2015 LTIP consist of the Company achieving cumulative consolidated revenue for the 2015-2017 performance period with a minimum level for 2017 consolidated revenue and cumulative OCF for the 2015-2017 performance period with a minimum level for 2017 OCF. (For purposes of calculating OCF severance, restructuring and impairment expenses are excluded.) The level of payment is based on whether one or both of the cumulative consolidated revenue or cumulative OCF performance criteria is met, with each such goal afforded equal weight. For example, if both cumulative goals (and the related 2017 minimums) are met, payment is at 100%. If only one of the cumulative performance goals (and the related 2017 minimums) is met, then payment is at 50%. The Company has requested confidential treatment from the SEC for the amounts of theapplicable performance criteria for the 2015-20172017-2019 performance period.period are not achieved. Participants will generally forfeit all rights with respect to RSUs and DERs awarded under the 2017 LTIP grant if they terminate with cause or voluntarily separate before the payment date, subject to employment agreement provisions for our CEO. The 2017 LTIP grants will be paid in March 2020 after filing our Annual Report on Form 10-K for the year ended December 31, 2019 with the SEC. The Company believes that current disclosure of the amounts of the performance criteria for the 2015-20172017-2019 performance period would be competitively harmful by providing the Company’s competition with detailed insight into the Company’s intentions and expectations. The Company will provide the details of the performance criteria for the 2015-20172017-2019 performance period upon completion of the 2015-20172017-2019 performance period in its 20172019 Annual Report on Form 10-K and in its 20182020 Proxy Statement.

The following table summarizesbelow details the performance criteria of the 2015 LTIP for the 2015-2017 performance period:performance-based grants awarded to all eligible employees, including NEOs:

The fair value ofperformance-based grants noted in the 2015 LTIP awardtable above will vest on December 31, 2019 if the minimum thresholds for the NEOs will be amortized ratably over 36 months, the 2015-2017 performance period. The fair value of the additional RSUs awarded to Mr. Goel was calculated at $16.84 per share, our closing stock price on June 30, 2015 and granted on July 1, 2015 and is being amortized ratably over 30 months as compensation expense.

At this time, we do not have written employment agreements with our executives except for Mr. Kelly, our CEO. For purposes of retention the Compensation Committee believed that an employment agreement with Mr. Kelly was necessary. We believe that providing severance to each of our executives, including NEOs, is an important retention tool and provides security to the executives with respect to their terms of employment. Our policies on severance are intended to provide fair and equitable compensation in the event of severancetermination of employment. We did not pay or accrue any paymentsamounts relating to termination of any NEO for the year ended December 31, 2015.2017. For a detailed description of the termination and change-in-control provisions refer to “Payments Upon Termination or Termination Due to Change in Control” on page 51.44.

The Compensation Committee established stock ownership guidelines under which all Executive Officers,executive officers, including NEOs, are expected to hold common stock until his or her termination of employment in an amount equal to a multiple of salary, as determined by position. Basedposition, which is based on our peer group analysis ourconducted in prior years. Our CEO is expected to hold 3three times his annual salary and at April 1, 20162018 held in excess of 98 times his annual salary in shares of the Company’s common stock and RSUs. Each Executive Officerexecutive officer is expected to hold 1one times their annual salary in shares of common stock and RSUs and has three years to fulfill this obligation. If the stock price declines, Executive Officersexecutive officers may hold the fixed number of shares based on the stock price at program commencement.

Stock ownership includes shares over which the executive has direct or indirect ownership or control, including RSUs. We expect executives to meet their ownership guidelines within three years of becoming subject to the guidelines (or three years from a subsequent promotion date and resulting increase in ownership requirements). As of December 31, 2015,2017, all of our Executive Officers (including our NEOs)executive officers, except for Ted Peterman, Controller, exceeded their stock ownership requirements. Mr. Peterman has three years from his date of promotion to Controller on May 1, 2017 to fulfill this requirement.

We do not permit our Executive Officersexecutive officers to engage in hedging or pledging activities with respect to Company shares.

In addition to our executive compensation objectives and design principles, we consider tax and accounting treatment when designing and administering our executive compensation program. One important tax consideration is Internal Revenue Code ("Code") Section 162(m), which limits our ability to deduct (for tax purposes) compensation paid to any covered employee to $1.0 million annually. Covered employees include the principal executive officer and the Company’s next three highest paid executive officers, other than the Company’s principal financial officer.

The Compensation Committee does not believe compensation decisions should be necessarily constrained by how much compensation is deductible for federal income tax purposes. As a result the Compensation Committee has authorized, and retains the discretion (in the exercise of its business judgment) to authorize, payments that may not be deductible if it believes that they are in the best interests of our stockholders. Such determinations include, for example, payment of a salary to an officer that exceeds $1.0 million, with the result that a portion of such officer’s salary exceeds the deductibility limit. Similarly, a covered officer’s compensation may exceed the $1.0 million deductibility limit due to other elements of annual compensation, such as vesting of certain RSUs, dividends or DERs paid on certain RSUs.

We have a “clawback” policy providing for the adjustment or recovery of compensation in certain circumstances. If the Board or the Compensation Committee determines that, as a result of a restatement of our financial statements, an executive received more compensation than would have been paid absent the restated financial statements, the Board or Compensation Committee may in its discretion, take such action as it deems necessary or appropriate to address the events that gave rise to the restatement and to prevent its recurrence. Such action may include, to the extent permitted by applicable law, requiring partial or full reimbursement of any bonus or other incentive compensation paid to the executive, causing the partial or full cancellation or adjustment of the future compensation of such executive and dismissing or taking legal action against the executive, in each case as the Board or the Compensation Committee determines to be in the best interests of the Company and our stockholders. Our RSU award agreements also include similar “clawback” provisions.

We have a "hedging and pledging" policy restricting all directors and executive officers from, directly or indirectly, purchasing any security whose value derives from an equity security of the Company or any similar financial instrument that is designed to hedge or offset any decrease in market value of any equity securities of the Company. In addition, all directors and executive officers are prohibited to pledge equity securities of the Company as collateral for a loan or otherwise hold equity securities of the Company in a margin account.

The following Summary Compensation Table includes the values for the elements of compensation detailed above. The Summary Compensation Table includes values for contingent compensation, such as unvested equity awards. The NEOs may never realize the value of certain items included under the column headed “Total” (as is the case in recent years), or the amounts realized may differ materially from the amounts listed in the Summary Compensation Table and related footnotes.