8-K

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)

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
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

99.1 — Press release issued by Insperity, Inc. on December 16, 2020.

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/ Daniel D. Herink
	Daniel D. Herink
	Senior Vice President of Legal, General Counsel and Secretary

Date: December 16, 2020

EX-99.1

Exhibit 99.1

Insperity Appoints Independent Director to Board

HOUSTON - December 16, 2020 - Insperity, Inc (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, today announced that its board of directors has appointed Dr. Eli Jones as an independent director.

“We are very pleased to welcome Eli back to the board,” said Paul J. Sarvadi, chairman and chief executive officer. “Eli is a thought leader in sales and marketing, which are two areas critical to our business. Eli’s perspectives and insights will greatly benefit our board, including as we look to further refine our sales and marketing methods in response to the lessons learned from the challenges posed by the current pandemic.”

Dr. Jones has been appointed as a Class III director with a term expiring at our annual meeting of the stockholders in 2022.

Since July 2015, Dr. Jones has served as the Dean of the Mays Business School at Texas A&M University. He has also served on the board of trustees of the Invesco family of funds since 2016. Dr. Jones was also a director of Insperity from 2004 through June 2016. Prior to his current position at the Mays Business School, from 2012, he was the Dean of the Sam M. Walton College of Business at the University of Arkansas and holder of the Sam M. Walton Leadership Chair in Business. Prior to joining the faculty at the University of Arkansas, he was Dean of the E. J. Ourso College of Business and Ourso Distinguished Professor of Business at Louisiana State University (“LSU”) from 2008 to 2012; Professor of Marketing and Associate Dean at the C.T. Bauer College of Business at the University of Houston from 2007 to 2008; an Associate Professor of Marketing from 2002 to 2007; and an assistant professor from 1997 until 2002. He taught at Texas A&M University for several years before joining the faculty of the University of Houston. Dr. Jones served as the executive director of the Program for Excellence in Selling and the founding director of the Sales Excellence Institute at the University of Houston from 1997 to 2007. Before becoming a professor, he worked in sales and sales management for three Fortune 100 companies: Quaker Oats, Nabisco and Frito-Lay. He received his Bachelor of Science degree in Journalism in 1982, his MBA in 1986, and his Ph.D. in 1997, all from Texas A&M University.

About Insperity

Insperity®, a trusted advisor to America’s best businesses for more than 34 years, provides an array of human resources and business solutions designed to help improve business performance. Offering the most comprehensive suite of products and services available in the marketplace, Insperity delivers administrative relief, better benefits, reduced liabilities and a systematic way to improve productivity through its premier Workforce Optimization® solution. Additional company offerings include Traditional Payroll and Human Capital Management, Time and Attendance, Performance Management, Organizational Planning, Recruiting Services, Employment Screening, Retirement Services and Insurance Services. With 2019 revenues of $4.3 billion, Insperity supports more than 100,000 businesses with over 2 million employees nationwide. For more information, visit http://www.insperity.com.

XML

Document and Entity Information Document	Dec. 16, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 16, 2020
Entity Registrant Name	Insperity, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-13998
Entity Tax Identification Number	76-0479645
Entity Address, Address Line One	19001 Crescent Springs Drive
Entity Address, City or Town	Kingwood
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77339
City Area Code	281
Local Phone Number	358-8986
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
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Cover [Abstract]
Title of 12(b) Security	Rights to Purchase Series A Junior Participating Preferred Stock
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Security Exchange Name	NYSE
Document Information [Line Items]
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Trading Symbol	NSP
Security Exchange Name	NYSE
Common Stock [Member]
Cover [Abstract]
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Security Exchange Name	NYSE
Document Information [Line Items]
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Trading Symbol	NSP
Security Exchange Name	NYSE