SP PLUS CORPORATION (NASDAQ:SP) 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
Arrangements of Certain Officers.

On May10, 2017, SP Plus Corporation (the Company) announced that
certain of its existing stockholders, including Kohlberg CPC Rep,
L.L.C., intend to offer for sale an aggregate of 3,600,000 shares
of its common stock (the Offering) to a shelf registration
statement previously filed by the Company with the Securities and
Exchange Commission. The selling stockholders also intend to
offer the underwriter the option to purchase up to an additional
540,000 shares of common stock.

As previously disclosed, the Companys board of directors (the
Board) is required to nominate for election to the Board,
unanimously recommend that the Companys stockholders vote in
favor of election to the Board, and solicit proxies in favor of
the election of, individuals designated by Kohlberg CPC Rep,
L.L.C. (the KCPC Representative), in its capacity as the
representative of the former stockholders of KCPC Holdings,Inc.
(KCPC), the former ultimate parent of Central Parking
Corporation. Each of Jonathan P. Ward, Gordon H. Woodward and
Seth H. Hollander was previously designated by the KCPC
Representative to serve on the Board until the expiration of his
term at the Companys 2017 annual meeting of stockholders. On or
about March3, 2017, as a result of a reduction in the aggregate
number of shares of common stock held by former stockholders of
KCPC (including the selling stockholders), the KCPC
Representative was entitled to designate only two individuals to
the Board and designated Messrs.Ward and Woodward to continue
serving on the Board. Accordingly, each of Messrs.Ward and
Woodward was elected to serve on the Board (as discussed in Item
5.07 below), and Mr.Hollanders term expired, at the Companys 2017
Annual Meeting of Stockholders (the Annual Meeting) on May9,
2017. Given the anticipated sale by the selling stockholders of
shares of common stock in the Offering, each of Messrs.Ward and
Woodward delivered to the Board his resignation from the Board,
effective upon the closing of the Offering.

The resignations of Messrs.Ward and Woodward from the Board were
not the result of any disagreement with the Company on any matter
relating to the Companys operations, policies or practices.

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

On May9, 2017, the Company held the Annual Meeting. At the Annual
Meeting, the Companys stockholders: (i)elected eight
(8)directors; (ii)approved on a non-binding, advisory basis the
compensation paid to the Companys named executive officers;
(iii)approved an annual frequency for the conduct of future
non-binding, advisory stockholder votes related to the
compensation paid to the Companys named executive officers; and
(iv)ratified the appointment of Ernst Young LLP as the Companys
independent registered public accounting firm for 2017. The
Proposals presented at the Annual Meeting are described in more
detail in the Companys Definitive Proxy Statement on Schedule 14A
that was filed with the Securities and Exchange Commission on
April3, 2017. Holders of 21,435,218 shares of the Companys common
stock, or approximately 95.3% of the 22,488,641 shares of common
stock that are issued and outstanding and entitled to vote, were
present in person or represented by proxy at the Annual Meeting.

The following are the final voting results on the Proposals
presented to the Companys stockholders at the Annual Meeting.

Proposal 1: Election of Directors

The Companys stockholders elected each of the director nominees
nominated by the Board to serve as directors until the 2018
annual meeting of stockholders by the following vote:

About SP PLUS CORPORATION (NASDAQ:SP)

SP Plus Corporation provides parking management, ground transportation and other ancillary services to commercial, institutional and municipal clients in the United States, Puerto Rico and Canada. The Company operates through six segments: Region One (North reporting unit), Region Two (South reporting unit), Region Three (New York Metropolitan tri-state area of New York, New Jersey and Connecticut reporting unit), Region Four (Airport transportation operations around the nation reporting unit) and Region Five (the United States Parking reporting unit and event planning and transportation services reporting unit). Its SP+ brand includes an array of its operating divisions, such as SP+ Airport Services, SP+ GAMEDAY, SP+ Healthcare Services, SP+ Hotel Services, SP+ Municipal Services, SP+ Office Services, SP+ Residential Services, SP+ Retail Services and SP+ University Services. It offers parking services under its SP + Parking, Standard Parking, Central Parking and USA Parking brands.

SP PLUS CORPORATION (NASDAQ:SP) Recent Trading Information

SP PLUS CORPORATION (NASDAQ:SP) closed its last trading session down -0.05 at 31.70 with 141,238 shares trading hands.