Insperity, Inc 8-K, filed May 20, 2026
Insperity, Inc. (NSP)
8-K
2026-05-20
For: 2026-05-18
View Original
Added on
May 20, 2026
About this 8-K
Insperity, Inc filed this 8-K on May 20, 2026, reporting on events of May 18, 2026.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
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 18, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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 | ||||||
| NYSE Texas | ||||||||
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):
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).
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.
On May 18, 2026 , as described in Item 5.07 below, the stockholders of the Company approved the Second Amendment (“Second Amendment”) to the Insperity, Inc. Incentive Plan, as amended and restated effective May 22, 2023, and as further amended effective May 20, 2025 (the “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 Plan. The Second Amendment amended the Plan to increase the number of shares of the Company’s common stock reserved for issuance under the Plan by 1,620,000 shares.
For additional information regarding the Second Amendment, please see the summary of the Second Amendment included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2026 (the “Proxy Statement”) under “Proposal Number 3: Approval of the Second Amendment to the Insperity, Inc. Incentive 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 Second Amendment, 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 May 18, 2026 , the Company held its 2026 Annual Meeting at its corporate headquarters in Kingwood, Texas. The results of the matters submitted to a vote of the stockholders at the 2026 Annual Meeting were as follows:
(i)To elect the persons named below as Class I directors for a term expiring at the 2029 annual meeting of stockholders:
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Timothy T. Clifford | 31,074,382 | 1,797,101 | 13,699 | 2,997,649 | ||||||||||||||||||||||
Ellen H. Masterson | 31,649,849 | 821,610 | 413,723 | 2,997,649 | ||||||||||||||||||||||
Latha Ramchand | 32,120,159 | 749,697 | 15,326 | 2,997,649 | ||||||||||||||||||||||
W. Philip Wilmington | 32,433,930 | 436,683 | 14,569 | 2,997,649 | ||||||||||||||||||||||
(ii)To cast an advisory vote to approve the Company's executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 30,946,800 | 1,880,665 | 57,716 | 2,997,649 | |||||||||||||||||
(iii)To approve the Second Amendment to the Insperity, Inc. Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 30,285,794 | 2,536,874 | 62,513 | 2,997,649 | |||||||||||||||||
(iv)To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026:
| For | Against | Abstain | ||||||||||||
| 33,873,189 | 1,986,519 | 23,123 | ||||||||||||
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
| Number | Exhibit | |||||||
| 10.1 | ||||||||
| 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 20, 2026
Exhibit 10.1
SECOND AMENDMENT TO THE
INSPERITY, INC. INCENTIVE PLAN
(As Amended and Restated Effective May 22, 2023)
The Second Amendment (the “Amendment”) to the Insperity, Inc. Incentive Plan, as amended and restated effective May 22, 2023 (the “Plan”), hereby amends the Plan as follows:
I.
Effective as of the Effective Date (as defined below), Section 6(a) of the Plan is amended, in its entirety, to be and to read as follows:
(a) Subject to adjustment as provided in Section 13 hereof, the maximum aggregate number of shares of Common Stock which may be issued pursuant to all Awards is 9,088,610 shares (which includes 7,468,610 shares that were previously approved by the Company’s stockholders for awards under the Plan and the Prior 2017 Plan). Such shares may be shares of original issuance or treasury shares or a combination of the foregoing. All such shares may be issued with respect to ISOs.
II.
Except as modified herein, the Plan shall remain in full force and effect.
III.
This Amendment shall not become effective unless the Company’s stockholders approve the increase in the maximum aggregate number of shares of Common Stock which may be issued pursuant to all Awards under the Plan, as set forth in Article I above, during the 2026 Annual Meeting of the Stockholders of the Company, scheduled to be held on May 18, 2026. If approved, then this Amendment shall become effective as of the date of such meeting (the “Effective Date”).