0001000753
FALSE
--12-31
0001000753
2024-05-21
2024-05-21
0001000753
us-gaap:CommonStockMember
2024-05-21
2024-05-21
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 21, 2024
Insperity, Inc.
(Exact name of registrant as specified in its charter)
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
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
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 ((s)230.405 of this chapter)
or rule 12b-2 of the Securities Exchange Act of 1934 ((s)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 Arrangement of Certain Officers.
Effective May 22, 2024, the Board of Directors of Insperity, Inc. (the
"Company") appointed W. Philip Wilmington to the Board of Directors. Mr.
Wilmington will serve as a Class I director of the Company with an initial
term expiring on the date of the Company's annual meeting of stockholders in
2026. In connection with Mr. Wilmington's appointment, the size of the Board
of Directors was set at 11 directors. The Board of Directors determined that
Mr. Wilmington qualifies as an independent director and designated Mr.
Wilmington as a member of the Compensation Committee effective as of May 22,
2024.
Mr. Wilmington joined the Company as a director and as a member of the
Compensation Committee in May 2024. Mr. Wilmington most recently served as
Vice-Chairman of Workday, Inc. (Nasdaq: WDAY), a leading provider of solutions
to help organizations manage their people and money, from 2018 until his
retirement in May 2024. Mr. Wilmington first joined Workday in February 2015
as Executive Vice President Field Operations, and he served as its
Co-President from June 2015 until his appointment to Vice-Chairman. From
September 2012 to January 2015, Mr. Wilmington was the President and Chief
Operating Officer of Tidemark Systems, Inc., a provider of corporate
performance management software for planning, budgeting, forecasting, and
analytics. Mr. Wilmington also previously served as the Chief Executive
Officer of OutlookSoft, an enterprise performance management software company,
from 2005 to 2007. From 1992 until 2004, Mr. Wilmington held various
leadership positions at PeopleSoft, a global enterprise software company,
including Executive Vice President, Americas from 2000 until October 2004 and
Co-President for the remainder of 2004. In addition, from 2007 until 2019, he
served a director of privately-held bank. Mr. Wilmington received a bachelor's
degree in marketing from Bradley University and previously served on Bradley
University's Board of Trustees.
Mr. Wilmington brings substantial experience in the HR software sector,
including human capital management (HCM) software solutions. His leadership at
innovative, growth-oriented technology companies provides key perspectives and
substantial insight to the Board regarding the development, operations,
marketing, and sales of HCM solutions, which are integral to our business and
our clients
As of the date of his appointment, Mr. Wilmington 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, Mr. Wilmington has been granted a pro rata share of the
$190,000 Annual Director Award granted to all non-employee directors pursuant
to the Directors Compensation Plan. Mr. Wilmington's 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 Mr.
Wilmington to the Board of Directors is attached as Exhibit 99.1 to this Form
8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As described in Item 5.07 below, on May 21, 2024, the stockholders of the
Company approved the Company's Amended and Restated Certificate of
Incorporation (the "Amended and Restated Certificate of Incorporation") to
provide for exculpation of certain officers of the Company from personal
liability under certain circumstances as allowed by Delaware law.
The foregoing description of the Amended and Restated Certificate of
Incorporation is qualified in its entirety by reference to the full text of
the Amended and Restated Certificate of Incorporation, a copy of which is
attached hereto as Exhibit 3.1 and incorporated herein by reference.
-------------------------------------------------------------------------------
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
May 21, 2024
, the Company held its 2024 Annual Meeting at its corporate headquarters in
Kingwood, Texas. The results of the matters submitted to a vote of the
stockholders at the 2024 Annual Meeting were as follows:
(i)
To elect the persons named below as Class II directors for a term expiring at
the 2027 annual meeting of stockholders:
Director For Against Abstain Broker Non-Votes
Carol R. Kaufman 30,812,809 1,343,994 23,685 1,577,754
John L. Lumelleau 31,700,831 455,914 23,743 1,577,754
Paul J. Sarvadi 30,654,865 1,484,421 41,202 1,577,754
(ii)
To cast an advisory vote to approve the Company's executive compensation:
For Against Abstain Broker Non-Votes
31,532,480 612,588 35,420 1,577,754
(iii)
To approve the amendment and restatement of the Company's Certificate of
Incorporation to provide for exculpation of certain officers of the Company
from personal liability under certain circumstances as allowed by Delaware law:
For Against Abstain Broker Non-Votes
28,338,618 3,812,951 28,919 1,577,754
(iv)
To ratify the appointment of Ernst & Young LLP as the Company's independent
registered public accounting firm for the year ending December 31, 2024:
For Against Abstain
31,652,501 2,082,484 23,258
Item 9.01. Financial Statements and Exhibits
(d)
Exhibits
Number Exhibit
3.1 Amended and Restated Certificate of
Incorporation of Insperity, Inc.
99.1 Press Release issued by Insperity, Inc. on May 23, 2024.
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 23, 2024
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
INSPERITY, INC.
Insperity, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:
The Corporation was originally incorporated under the name of Administaff of
Delaware, Inc. by the filing of its original Certificate of Incorporation with
the Secretary of State of the State of Delaware on August 9, 1995. The
Corporation further certifies that this Amended and Restated Certificate of
Incorporation restates and integrates, and further amends, the provisions of
the Corporation's Certificate of Incorporation, as heretofore amended or
supplemented, and has been duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.
The Certificate of Incorporation is hereby amended and restated in its
entirety to read as follows:
FIRST: The name of the corporation (hereinafter referred to as the
"Corporation") is: Insperity, Inc.
SECOND: The address of the Corporation's registered office in the State of
Delaware is 251 Little Falls Drive, in the City of Wilmington 19808, County of
New Castle. The name of the Corporation's registered agent at such address is
Corporation Service Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of all classes of capital stock which the
Corporation shall have authority to issue is 140,000,000, of which 20,000,000
shares shall be Preferred Stock, par value $0.01 per share, and 120,000,000
shares shall be Common Stock, par value $0.01 per share.
A.
Preferred Stock.
(1) The Preferred Stock may be issued from time to time in one or more series
and in such amounts as may be determined by the Board of Directors. The voting
powers, designations, preferences and relative, participating, optional or
other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, of the Preferred Stock of each series shall be
such as are fixed by the Board of Directors, authority so to do being hereby
expressly granted, and as are stated and expressed in a resolution or
resolutions adopted by the Board of Directors providing for the issue of such
series of Preferred Stock (herein called the "Directors' Resolution"). The
Directors' Resolution as to any series shall (a) designate the series, (b) fix
the dividend rate, if any, of such series, the payment dates for dividends on
shares of such series and the date or dates, or the method of determining the
date or dates, if any, from which dividends on shares of such series shall be
cumulative, (c) fix the amount or amounts payable on shares of such series
upon voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation, (d) state the price or prices or rate or rates,
and adjustments, if any, at which, the time or times and the terms and
conditions upon which, the shares of such series may be redeemed at the option
of the Corporation or at the option of the holder or holders of shares of such
series or upon the occurrence of a specified event, and state whether such
shares may be redeemed for cash, property or rights, including securities of
the Corporation or another entity; and such Directors' Resolution may (i)
limit the number of shares of such series that may be issued, (ii) provide for
a sinking fund for the purchase or redemption of shares of such series and
specify the terms and conditions governing the operations of any such fund,
(iii) grant voting rights to the holders of shares of such series,
1
-------------------------------------------------------------------------------
provided that each share shall not have more than one vote per share, (iv)
impose conditions or restrictions upon the creation of indebtedness of the
Corporation or upon the issuance of additional Preferred Stock or other
capital stock ranking on a parity therewith, or prior thereto, with respect to
dividends or distribution of assets upon liquidation, (v) impose conditions or
restrictions upon the payment of dividends upon, or the making of other
distributions to, or the acquisition of, shares ranking junior to the
Preferred Stock or to any series thereof with respect to dividends or
distributions of assets upon liquidation, (vi) state the time or times, the
price or prices or the rate or rates of exchange and other terms, conditions
and adjustments upon which shares of any such series may be made convertible
into, or exchangeable for, at the option of the holder or the Corporation or
upon the occurrence of a specified event, shares of any other class or classes
or of any other series of Preferred Stock or any other class or classes of
stock or other securities of the Corporation, and (vii) grant such other
special rights and impose such qualifications, limitations or restrictions
thereon as shall be fixed by the Board of Directors, to the extent not
inconsistent with this Article FOURTH and to the full extent now or hereafter
permitted by the laws of the State of Delaware.
(2) Except as by law expressly provided, or except as may be provided in
any Directors' Resolution, the Preferred Stock shall have no right or power to
vote on any question or in any proceeding or to be represented at, or to
receive notice of, any meeting of stockholders of the Corporation.
(3) Preferred Stock that is redeemed, purchased or retired by the
Corporation shall assume the status of authorized but unissued Preferred Stock
and may thereafter, subject to the provisions of any Directors' Resolution
providing for the issue of any particular series of Preferred Stock, be
reissued in the same manner as authorized but unissued Preferred Stock.
B.
Common Stock. All shares of the Common Stock of the Corporation shall be
identical and except as otherwise required by law or as otherwise provided in
the Directors' Resolution or Resolutions, if any, adopted by the Board of
Directors with respect to any series of Preferred Stock, the holders of the
Common Stock shall exclusively possess all voting power, and each share of
Common Stock shall have one vote.
FIFTH: The number of directors constituting the Board of Directors shall be
fixed as specified in the Bylaws of the Corporation, but shall not be less
than three or more than 15. The directors shall be divided into three classes,
designated Class I, Class II and Class III. The initial term for directors in
Class I shall expire at the annual meeting of stockholders to be held in 1996;
the initial term for directors in Class II shall expire at the annual meeting
of stockholders to be held in 1997; and the initial term for directors in
Class III shall expire at the annual meeting of stockholders to be held in
1998. Each class of directors shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors.
At the expiration of the initial term of each class of directors, and of each
succeeding term of each class, each class of directors shall be elected to
serve until the annual meeting of stockholders held three years from such
expiration and until their successors are elected and qualified or until their
earlier death, resignation, removal or retirement. Any increase or decrease in
the number of directors constituting the Board shall be apportioned among the
classes so as to maintain the number of directors in each class as near as
possible to one-third the whole number of directors as so adjusted. Any
director elected or appointed to fill a vacancy shall hold office for the
remaining term of the class to which such directorship is assigned. No
decrease in the number of directors constituting the Corporation's Board of
Directors shall shorten the term of any incumbent director. Any vacancy in the
Board of Directors, whether arising through death, resignation or removal of a
director, or through an increase in the number of directors of any class,
shall be filled by the majority vote of the remaining directors. The Bylaws
may contain any provision regarding classification of the Corporation's
directors not inconsistent with the terms hereof.
2
-------------------------------------------------------------------------------
A director of the Corporation may be removed only for cause and only upon the
affirmative vote of the holders of a majority of the outstanding capital stock
of the Corporation entitled to vote at an election of directors, subject to
further restrictions on removal, not inconsistent with this Article FIFTH, as
may be contained in the Bylaws.
Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of Preferred Stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this
Article FIFTH unless expressly provided by such terms.
SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:
A.
The Board of Directors is authorized to alter, amend or repeal the Bylaws or
adopt new Bylaws of the Corporation. The stockholders shall not repeal or
change the Bylaws of the Corporation unless such repeal or change is approved
by the affirmative vote of the holders of not less than 66 2/3 % of the total
voting power of all shares of stock of the Corporation entitled to vote in the
election of directors, considered for the purposes of this paragraph A as a
single class.
B.
Election of directors need not be by written ballot unless the Bylaws so
provide.
C.
In addition to the powers herein or by statute expressly conferred upon the
Corporation's directors, the Corporation's directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised
or done by the Corporation, subject, nevertheless, to the provisions of the
statutes of Delaware, this Certificate of Incorporation, and any Bylaws
adopted by the stockholders; provided, however, that no Bylaws hereafter
adopted shall invalidate any prior act of the directors which would have been
valid if such Bylaws had not been adopted.
D.
No action shall be taken by the stockholders except at an annual or special
meeting with prior notice and a vote. No action shall be taken by the
stockholders by written consent.
SEVENTH: The books of the Corporation may be kept (subject to any provision
contained in the statutes) outside the State of Delaware at such place or
places as may be designated from time to time by the Board of Directors or in
the Bylaws of the Corporation.
EIGHTH: The Board of Directors is hereby authorized to create and issue,
whether or not in connection with the issuance and sale of any of its stock or
other securities, rights (the "Rights") entitling the holders thereof to
purchase from the Corporation shares of capital stock or other securities. The
times at which and the terms upon which the Rights are to be issued will be
determined by the Board of Directors and set forth in the contracts or
instruments that evidence the Rights. The authority of the Board of Directors
with respect to the Rights shall include, but not be limited to, determination
of the following:
A.
The initial purchase price per share of the capital stock or other securities
of the Corporation to be purchased upon exercise of the Rights.
B.
Provisions relating to the times at which and the circumstances under which
the Rights may be exercised or sold or otherwise transferred, either together
with or separately from, any other securities of the Corporation.
3
-------------------------------------------------------------------------------
C.
Provisions that adjust the number or exercise price of the Rights or amount or
nature of the securities or other property receivable upon exercise of the
Rights in the event of a combination, split or recapitalization of any capital
stock of the Corporation, a change in ownership of the Corporation's
securities or a reorganization, merger, consolidation, sale of assets or other
occurrence relating to the Corporation or any capital stock of the
Corporation, and provisions restricting the ability of the Corporation to
enter into any such transaction absent an assumption by the other party or
parties thereto of the obligations of the Corporation under such Rights.
D.
Provisions that deny the holder of a specified percentage of the outstanding
securities of the Corporation the right to exercise the Rights and/or cause
the Rights held by such holder to become void.
E.
Provisions that permit the Corporation to redeem the Rights.
F.
The appointment of a Rights Agent with respect to the Rights.
NINTH: No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director, provided, however, that this Article
NINTH shall not eliminate or limit the liability of a director to the extent
provided by applicable law (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General Corporation Law of the State of
Delaware or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article NINTH
shall apply to, or have any effect on, the liability or alleged liability of
any director of the Corporation for or with respect to any facts or omissions
of such director occurring prior to such amendment or repeal. If the General
Corporation Law of the State of Delaware is amended to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation Law of the
State of Delaware, as so amended.
TENTH: The provisions set forth in this Article TENTH and Articles FIFTH,
SIXTH, EIGHTH and NINTH hereof may not be amended, altered, changed, repealed
or rescinded in any respect unless such action is approved by the affirmative
vote of the holders of not less than 66 2/3 percent of the total voting power
of all shares of stock of the Corporation entitled to vote in the election of
directors, considered for purposes of this Article TENTH as a single class The
voting requirements contained in this Article TENTH and in Article SIXTH
hereof shall be in addition to voting requirements imposed by law, other
provisions of this Certificate of Incorporation or any designation of
preferences in favor of certain classes or series of shares of capital stock
of the Corporation.
ELEVENTH: No officer of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such officer as an officer, provided, however, that this Article
ELEVENTH shall not eliminate or limit the liability of an officer to the
extent provided by applicable law (i) for any breach of the officer's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) for any transaction from which the officer derived an improper
personal benefit or (iv) for an officer in any action by or in the right of
the Corporation. No amendment to or repeal of this Article ELEVENTH shall
apply to, or have any effect on, the liability or alleged liability of any
officer of the Corporation for or with respect to any facts or omissions of
such officer occurring prior to such amendment or repeal. If the General
Corporation Law of the State of Delaware is amended to authorize corporate
action further eliminating or limiting the personal liability of officers,
then the liability of an officer of the Corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation Law of the
State of Delaware, as so amended.
TWELFTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or
4
-------------------------------------------------------------------------------
stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under (s)291 of Title 8 of the Delaware Code or
on the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under (s)279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may
be, and also on this Corporation.
[Signature page follows.]
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
executed this 21st day of May, 2024.
INSPERITY, INC.
By: /s/ Christian P. Callens
Name: Christian P. Callens
Title: Secretary
5
Exhibit 99.1
Insperity Appoints New Independent Director
HOUSTON
- May 23,
2024 - Insperity, Inc. (NYSE: NSP), a leading provider of human resources and
business performance solutions for America's small and medium-sized
businesses, today announced that its board of directors has appointed Phil
Wilmington as a new independent director.
"The expansion of Insperity's board of directors reflects the company's
continued focus on strategic growth through innovative solutions and
best-in-class offerings," said Paul J. Sarvadi, chairman and chief executive
officer of Insperity. "Phil's wealth of experience, most recently as Vice
Chairman of Workday- a key strategic partner with Insperity-will provide
invaluable insight and expertise to advance our mission of serving America's
best businesses."
Mr. Wilmington has been appointed as a Class I director, serving on the
Compensation Committee, with a term expiring at our annual meeting of the
stockholders in 2026.
Mr. Wilmington's distinguished career in the HR services, human capital
management and software sectors includes most recently serving as
Vice-Chairman of Workday, Inc, from 2018 until his retirement in May 2024. His
leadership at Tidemark Systems, Inc., as President and COO, his tenure as CEO
of OutlookSoft, and his executive leadership positions at PeopleSoft
demonstrate his profound impact on the HR software industry and his experience
with innovative, growth-oriented companies.
"I am honored to serve in this important role and bring additional insights
and guidance based on my experience at Workday and other high-growth
companies," Mr. Wilmington said. "I look forward to working with my new board
colleagues to bring continued growth and success to the businesses Insperity
serves."
About Insperity
Since 1986, Insperity's mission has been to help businesses succeed so
communities prosper. Offering the most comprehensive suite of scalable HR
solutions available in the marketplace, Insperity is defined by an unrivaled
breadth and depth of services and level of care. Through an optimal blend of
premium HR service and technology, Insperity delivers the administrative
relief, reduced liabilities and better benefit solutions that businesses need
for sustained growth. With 2023 revenues of $6.5 billion and more than 90
locations throughout the U.S., Insperity is currently making a difference in
thousands of businesses and communities nationwide. For more information,
visit http://www.insperity.com.
{graphic omitted}
{graphic omitted}