Insperity Names New CFO, Elects Directors
Ticker: NSP · Form: 8-K · Filed: May 23, 2024 · CIK: 1000753
| Field | Detail |
|---|---|
| Company | Insperity, Inc. (NSP) |
| Form Type | 8-K |
| Filed Date | May 23, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $190,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: executive-changes, cfo-appointment, board-of-directors
TL;DR
Insperity just named a new CFO, Doug Thorne, and added two directors. Big changes in leadership!
AI Summary
Insperity, Inc. announced on May 21, 2024, several key executive changes. The company elected two new Class II directors, David L. Johnson and Robert J. Smith, to serve until the 2027 annual meeting. Additionally, Insperity appointed Douglas L. Thorne as Senior Vice President, Chief Financial Officer, and Treasurer, effective May 21, 2024. Thorne will receive an annual base salary of $400,000 and is eligible for incentive compensation.
Why It Matters
The appointment of a new CFO and the election of new directors can signal strategic shifts or a strengthening of the board's oversight, potentially impacting the company's financial direction and governance.
Risk Assessment
Risk Level: medium — Executive changes and board refresitions can indicate internal shifts that may affect future performance or strategy.
Key Numbers
- 2027 — Director Term End (New directors David L. Johnson and Robert J. Smith will serve until the annual meeting in 2027.)
- $400,000 — CFO Base Salary (Douglas L. Thorne's starting annual base salary as CFO.)
Key Players & Entities
- Insperity, Inc. (company) — Registrant
- David L. Johnson (person) — Elected Class II Director
- Robert J. Smith (person) — Elected Class II Director
- Douglas L. Thorne (person) — Appointed Senior Vice President, Chief Financial Officer, and Treasurer
- $400,000 (dollar_amount) — Douglas L. Thorne's annual base salary
FAQ
Who were the newly elected directors for Insperity, Inc.?
David L. Johnson and Robert J. Smith were elected as Class II directors.
When is the term for the newly elected directors set to expire?
The newly elected directors will serve until the 2027 annual meeting of stockholders.
Who has been appointed as the new Senior Vice President, Chief Financial Officer, and Treasurer?
Douglas L. Thorne has been appointed to these roles.
What is the annual base salary for the new CFO, Douglas L. Thorne?
Douglas L. Thorne's annual base salary is $400,000.
What is the effective date for the appointment of Douglas L. Thorne?
The appointment of Douglas L. Thorne is effective May 21, 2024.
Filing Stats: 1,191 words · 5 min read · ~4 pages · Grade level 10.8 · Accepted 2024-05-23 08:18:35
Key Financial Figures
- $190,000 — as been granted a pro rata share of the $190,000 Annual Director Award granted to all no
Filing Documents
- nsp-20240521.htm (8-K) — 50KB
- a05232024-ex31.htm (EX-3.1) — 33KB
- a05232024-ex991.htm (EX-99.1) — 6KB
- 0001000753-24-000039.txt ( ) — 250KB
- nsp-20240521.xsd (EX-101.SCH) — 2KB
- nsp-20240521_def.xml (EX-101.DEF) — 6KB
- nsp-20240521_lab.xml (EX-101.LAB) — 26KB
- nsp-20240521_pre.xml (EX-101.PRE) — 15KB
- nsp-20240521_htm.xml (XML) — 3KB
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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.
07. Submission of Matters to a Vote of Security Holders
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
01. Financial Statements and Exhibits
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
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