Insperity, Inc. (NYSE:NSP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

Insperity, Inc. (NYSE:NSP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

As previously announced, Mr. Michael W. Brown retired from the
board of directors (the “Board”) of Insperity, Inc. (the
“Company”), effective as of the adjournment of the Company’s
2017 Annual Meeting of Stockholders held on June 16, 2017 (the
2017 Annual Meeting). Mr. Brown was chair of the Companys
Compensation Committee and a member of the Companys Nominating
and Corporate Governance Committee of the Board of Directors.
Effective as of Mr. Brown’s retirement from the Board, the
number of directors comprising the Board is fixed at eight.

In addition, on June 16, 2017, as described in Item 5.07 below,
the stockholders of the Company approved the Insperity, Inc. 2012
Incentive Plan, as amended and restated (the Amended 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 Amended Plan.

Under the Amended Plan, the number of shares of the Companys
common stock available for issuance was increased by 1,000,000
shares. Further, and in addition to reflecting the prior
amendments to the original Insperity, Inc. 2012 Incentive Plan
(the Original Plan), the Amended Plan (1) removed the requirement
in the Original Plan that generally required accelerated or
single trigger vesting of awards upon a change in control of the
Company and preserved the discretion of the Compensation
Committee of the Board to accelerate or not accelerate awards
upon a change in control of the Company; (2) confirmed that the
expiration of all options and stock appreciation rights granted
under the Amended Plan will be no later than the 10th anniversary
of their grant date; (3) added a calendar year limit on total
compensation (cash paid outside the Amended Plan and awards
granted under the Amended Plan, excluding any amounts deferred
from a prior calendar year) paid to a non-employee director by
the Company of $500,000; and (4) increased the calendar year
limit for awards payable to an employee in cash from $4,000,000
to $5,000,000.

For additional information regarding the Amended Plan, please see
the summary of the Amended Plan included in the Companys
definitive Proxy Statement filed with the Securities and Exchange
Commission on May 1, 2017 (the Proxy Statement) under Proposal
Number 5: Approval of the Insperity, Inc. 2012 Incentive Plan, as
Amended and Restated Summary of the Amended 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 Amended Plan, 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 June 16, 2017, the Company held its 2017 Annual Meeting at its
corporate headquarters in Kingwood, Texas. The results of the
matters submitted to a vote of the stockholders at the 2017
Annual Meeting were as follows:


(i)	To elect the persons named below as Class I directors for a term expiring at the 2020 annual meeting of stockholders:



Director	For	Against		Abstain	Broker Non-Votes

Timothy T. Clifford	16,041,394		84,436		6,778	3,112,509
Michelle McKenna-Doyle	15,423,171		702,961		6,476	3,112,509
Austin P. Young	15,143,534		982,447		6,627	3,112,509


(ii)	To cast an advisory vote to approve the Companys executive compensation:



For	Against		Abstain	Broker Non-Votes

15,831,882		286,251		14,475	3,112,509


(iii)	To cast an advisory vote on the frequency of holding the advisory vote on executive compensation:



1 Year	2 Years		3 Years	Abstain	Broker Non-Votes

12,567,941		16,685		3,544,500		3,482	3,112,509


(iv)	To ratify the appointment of Ernst Young LLP as the Companys independent registered public accounting firm for the year ending December 31, 2017:



For	Against		Abstain

18,960,000		282,422		2,695


(v)	To approve the Insperity, Inc. 2012 Incentive Plan, as amended and restated:



For	Against		Abstain	Broker Non-Votes

15,707,424		416,318		8,866	3,112,509

Item 9.01. Financial Statements and Exhibits


(d)	Exhibits

10.1 Insperity Inc. 2012 Incentive Plan, as amended and restated

INSPERITY, INC. ExhibitEX-10.1 2 ex101-insperityinc2012ince.htm EXHIBIT 10.1 Exhibit EXHIBIT 10.1INSPERITY,…To view the full exhibit click here About Insperity, Inc. (NYSE:NSP)
Insperity, Inc. (Insperity) provides an array of human resources (HR) and business solutions. The Company’s HR services offerings are provided through its Workforce Optimization and Workforce Synchronization solutions (together, its professional employer organization (PEO) HR Outsourcing solutions), which encompass a range of human resources functions, including payroll and employment administration, employee benefits, workers’ compensation, government compliance, performance management, and training and development services. In addition to its PEO HR Outsourcing solutions, the Company offers human capital management, payroll services, time and attendance, performance management, organizational planning, recruiting services, employment screening, financial and expense management services, retirement services and insurance services, many of which are offered through desktop applications and cloud-based delivery models.