5.02(b) On December 14, 2016, Paul Halpern provided written notification to SP Plus Corporation (the “Company”) that he was resigning effective immediately. Mr. Halpern’s resignation was not the result of any disagreement with the Company related to its operations, policies or practices.

The Company completed the acquisition (the “Central Merger”) of Central Parking Corporation (“Central”) in October 2012. As a condition to the Central Merger closing, the Company was required to appoint three individuals (the “Board Designees”), including Mr. Halpern, designated by an affiliate of Central on behalf of former stockholders of Central (the “Central Representative”). The Company’s Board is contractually required to nominate the Board Designees for election to the Board, to recommend unanimously that the Company’s stockholders vote in favor of their election to the Board, and to solicit proxies in favor of the election of the Board Designees. In accordance with the merger agreement relating to the Central Merger, the Central Representative has the contractual right to designate Mr. Halpern’s replacement (“New Board Designee”), subject to Board approval following screening and interviews as provided in the merger agreement. Upon the recommendation of our Nominating and Corporate Governance Committee, our Board will appoint an approved New Board Designee to our Board, at which time the Company will file a Form 8-K providing the information required to Item 5.02(d).

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