NSP 8-K
Insperity, Inc. (NSP)
8-K
2025-05-27
For: 2025-05-20
View Original
Added on
April 12, 2026
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 20, 2025
(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 | ||||||
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 20, 2025 , as described in Item 5.07 below, the stockholders of the Company approved the First Amendment (“First Amendment”) to the Insperity, Inc. Incentive Plan, as amended and restated effective May 22, 2023 (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 First Amendment amended the plan as follows:
(1)the number of shares of the Company’s common stock available for issuance under the Plan was increased by 620,000 shares;
(2)clarified that all original issuance shares or treasury shares may be issued with respect to incentive stock options;
(3)added a requirement that awards (other than cash awards) to non-employee directors under the Plan be granted with a minimum vesting period of one-year, subject to earlier vesting for resignation or removal of a director, due to death, disability, retirement or a change in control, and a maximum exception of 5% of authorized shares that are not subject to the one-year minimum vesting;
(4)added provisions to permit non-employee director awards granted in connection with the annual meeting of the Company’s stockholders to satisfy the minimum vesting period requirement of one-year by vesting on the earlier of the one-year anniversary of the grant date or the next annual meeting of the Company’s stockholders, provided such annual meeting is at least fifty weeks after the immediately preceding annual meeting.
For additional information regarding the First Amendment, please see the summary of the First Amendment included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 15, 2025 (the “Proxy Statement”) under “Proposal Number 3: Approval of the First 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 First 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 20, 2025 , the Company held its 2025 Annual Meeting at its corporate headquarters in Kingwood, Texas. The results of the matters submitted to a vote of the stockholders at the 2025 Annual Meeting were as follows:
(i)To elect the persons named below as Class III directors for a term expiring at the 2028 annual meeting of stockholders:
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Eli Jones | 32,530,696 | 760,760 | 15,014 | 2,338,231 | ||||||||||||||||||||||
| Randall Mehl | 32,528,461 | 762,548 | 15,461 | 2,338,231 | ||||||||||||||||||||||
| John M. Morphy | 32,530,320 | 760,690 | 15,460 | 2,338,231 | ||||||||||||||||||||||
| Richard G. Rawson | 32,472,627 | 817,721 | 16,122 | 2,338,231 | ||||||||||||||||||||||
(ii)To cast an advisory vote to approve the Company's executive compensation:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 32,362,299 | 897,174 | 46,997 | 2,338,231 | |||||||||||||||||
(iii)To approve the First Amendment to the Insperity, Inc. Incentive Plan:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 32,848,275 | 407,914 | 50,281 | 2,338,231 | |||||||||||||||||
(iv)To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025:
| For | Against | Abstain | ||||||||||||
| 33,485,884 | 2,141,053 | 17,764 | ||||||||||||
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 27, 2025
Exhibit 10.1
FIRST AMENDMENT TO THE
INSPERITY, INC. INCENTIVE PLAN
(As Amended and Restated Effective May 22, 2023)
The First 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 7,468,610 shares (which includes 6,848,610 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.
Effective only with respect to Awards granted on or after the Effective Date (as defined below), Section 7(i) of the Plan is amended, in its entirety, to be and to read as follows:
(i) Minimum Vesting for Awards. All Awards (other than Cash Awards) shall be granted subject to a minimum vesting period of one (1) year from the Grant Date, provided that:
(i) The Committee may provide for earlier vesting for an Award upon a termination of employment of an Employee or a resignation or removal of a Director from the Board, in each case, by reason of death, disability, retirement or Change of Control.
(ii) In addition, the Committee may grant Awards covering up to a maximum of 5% of shares of Common Stock authorized for issuance under the Plan pursuant to Section 6 (subject to adjustment under Section 13) that are not subject to a one (1) year minimum vesting period.
(iii) Awards to Directors granted in connection with the Company’s annual meeting of stockholders may vest on the earlier of the one-year anniversary of the Grant Date or the next annual meeting of the Company’s stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting of the Company’s stockholders.
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III.
Effective only with respect to Awards to Directors granted on or after the Effective Date (as defined below), Section 8(a) of the Plan is amended, in its entirety, to be and to read as follows:
(a) Awards to Directors. The Board has the sole authority to grant Director Awards from time to time in accordance with this Section 8. Director Awards may consist of the forms of Award described in Section 7, other than ISOs, and shall be granted subject to such terms and conditions as specified in Section 7.
IV.
Except as modified herein, the Plan shall remain in full force and effect.
V.
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 2025 Annual Meeting of the Stockholders of the Company, scheduled to be held on May 20, 2025. If approved, then this Amendment shall become effective as of the date of such meeting (the “Effective Date”).
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