Insperity Inc.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 14:46

Proxy Results, Management Change/Compensation (Form 8-K)

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
Insperity Inc. published this content on May 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 20, 2026 at 20:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]