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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): December 16, 2020
Insperity, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-13998 | | 76-0479645 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
19001 Crescent Springs Drive
Kingwood, Texas 77339
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (281) 358-8986
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value per share | NSP | New York Stock Exchange |
| Rights to Purchase Series A Junior Participating Preferred Stock | NSP | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective December 16, 2020, the Board of Directors of Insperity, Inc. (the “Company”) appointed Dr. Eli Jones to the Board of Directors. Dr. Jones will serve as a Class III director of the Company with an initial term expiring on the date of the Company’s annual meeting of stockholders in 2022. Dr. Jones has not been assigned to any committees of the Board of Directors at this time. In connection with his appointment, the size of the Board of Directors was set at 10 directors.
As of the date of the appointment, Dr. Jones has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.
In accordance with the Insperity, Inc. Directors Compensation Plan, Dr. Jones has been granted a pro rata share of the $150,000 Annual Director Award granted to all non-employee directors pursuant to the Directors Compensation Plan. His annual compensation and retainer fees will be consistent with that provided to the Company’s other non-employee directors.
A copy of the Company’s press release announcing the appointment of Dr. Jones to the Board of Directors is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits
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.
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| INSPERITY, INC. |
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| By: | /s/ Daniel D. Herink |
| Daniel D. Herink |
| Senior Vice President of Legal, General Counsel and Secretary |
Date: December 16, 2020