Insperity Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NSP
Professional Services
Consumer Discretionary
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
Date of Report (date of earliest event reported): May 20, 2025
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (281 ) 358-8986
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On May 20, 2025 , as described in Item 5.07 below, the stockholders of the Company approved the First Amendment (“First Amendment”) to the Insperity, Inc. Incentive Plan, as amended and restated effective May 22, 2023 (the “Plan”). All employees of the Company and its subsidiaries, including its executive officers, and non-employee directors of the Company are eligible for awards under the Plan.
The First Amendment amended the plan as follows:
(1)the number of shares of the Company’s common stock available for issuance under the Plan was increased by 620,000 shares;
(2)clarified that all original issuance shares or treasury shares may be issued with respect to incentive stock options;
(3)added a requirement that awards (other than cash awards) to non-employee directors under the Plan be granted with a minimum vesting period of one-year, subject to earlier vesting for resignation or removal of a director, due to death, disability, retirement or a change in control, and a maximum exception of 5% of authorized shares that are not subject to the one-year minimum vesting;
(4)added provisions to permit non-employee director awards granted in connection with the annual meeting of the Company’s stockholders to satisfy the minimum vesting period requirement of one-year by vesting on the earlier of the one-year anniversary of the grant date or the next annual meeting of the Company’s stockholders, provided such annual meeting is at least fifty weeks after the immediately preceding annual meeting.
For additional information regarding the First Amendment, please see the summary of the First Amendment included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2025 (the “Proxy Statement”) under “Proposal Number 3: Approval of the First Amendment to the Insperity, Inc. Incentive Plan,” which summary is incorporated herein by reference. The summary does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 20, 2025 , the Company held its 2025 Annual Meeting at its corporate headquarters in Kingwood, Texas. The results of the matters submitted to a vote of the stockholders at the 2025 Annual Meeting were as follows:
(i)To elect the persons named below as Class III directors for a term expiring at the 2028 annual meeting of stockholders:
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Eli Jones | 32,530,696 | 760,760 | 15,014 | 2,338,231 | ||||||||||||||||||||||
| Randall Mehl | 32,528,461 | 762,548 | 15,461 | 2,338,231 | ||||||||||||||||||||||
| John M. Morphy | 32,530,320 | 760,690 | 15,460 | 2,338,231 | ||||||||||||||||||||||
| Richard G. Rawson | 32,472,627 | 817,721 | 16,122 | 2,338,231 | ||||||||||||||||||||||
(ii)To cast an advisory vote to approve the Company's executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 32,362,299 | 897,174 | 46,997 | 2,338,231 | |||||||||||||||||
(iii)To approve the First Amendment to the Insperity, Inc. Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 32,848,275 | 407,914 | 50,281 | 2,338,231 | |||||||||||||||||
(iv)To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025:
| For | Against | Abstain | ||||||||||||
| 33,485,884 | 2,141,053 | 17,764 | ||||||||||||
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
| Number | Exhibit | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURES
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.
| INSPERITY, INC. | |||||
| By: | /s/ Christian P. Callens | ||||
| Christian P. Callens | |||||
| Senior Vice President of Legal, General Counsel and Secretary | |||||
Date: May 27, 2025