Insperity, Inc. Announces Annual Meeting of Stockholders
Ticker: NSP · Form: DEF 14A · Filed: Apr 11, 2024 · CIK: 1000753
| Field | Detail |
|---|---|
| Company | Insperity, Inc. (NSP) |
| Form Type | DEF 14A |
| Filed Date | Apr 11, 2024 |
| Risk Level | low |
| Pages | 16 |
| Reading Time | 19 min |
| Key Dollar Amounts | $0.01, $92 million, $1.4 billion |
| Sentiment | neutral |
Sentiment: neutral
Topics: Insperity, Annual Meeting, Proxy Statement, DEF 14A, Stockholders
TL;DR
<b>Insperity, Inc. invites stockholders to its Annual Meeting on May 21, 2024, providing proxy materials and the 2023 annual report.</b>
AI Summary
INSPERITY, INC. (NSP) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Insperity, Inc. will hold its Annual Meeting of Stockholders on May 21, 2024, at 1:30 p.m. Houston, Texas time. The meeting will take place at the company's corporate headquarters in Kingwood, Texas. Stockholders are encouraged to review the enclosed proxy statement and the annual report on Form 10-K for the year ended December 31, 2023. The filing is a Definitive Proxy Statement (DEF 14A) filed on April 11, 2024. The company's former name was AdminiStaff Inc.
Why It Matters
For investors and stakeholders tracking INSPERITY, INC., this filing contains several important signals. This filing provides essential information for stockholders to exercise their voting rights at the upcoming annual meeting. The proxy statement details proposals to be presented, allowing shareholders to make informed decisions on corporate governance matters.
Risk Assessment
Risk Level: low — INSPERITY, INC. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or strategic shifts that would indicate significant risk.
Analyst Insight
Stockholders should review the proxy statement and annual report to understand the proposals and cast their votes.
Key Numbers
- 2024-05-21 — Annual Meeting Date (Annual Meeting of Stockholders)
- 1:30 p.m. — Annual Meeting Time (Annual Meeting of Stockholders)
- 2023-12-31 — Fiscal Year End (Annual Report on Form 10-K)
- 001-13998 — SEC File Number (Insperity, Inc. SEC file number)
Key Players & Entities
- Insperity, Inc. (company) — Registrant name
- Paul J. Sarvadi (person) — Chairman of the Board and Chief Executive Officer
- AdminiStaff Inc (company) — Former company name
- Kingwood, Texas (location) — Business and mail address
- May 21, 2024 (date) — Date of Annual Meeting
- April 11, 2024 (date) — Filing date
- December 31, 2023 (date) — Fiscal year end
FAQ
When did INSPERITY, INC. file this DEF 14A?
INSPERITY, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 11, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by INSPERITY, INC. (NSP).
Where can I read the original DEF 14A filing from INSPERITY, INC.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by INSPERITY, INC..
What are the key takeaways from INSPERITY, INC.'s DEF 14A?
INSPERITY, INC. filed this DEF 14A on April 11, 2024. Key takeaways: Insperity, Inc. will hold its Annual Meeting of Stockholders on May 21, 2024, at 1:30 p.m. Houston, Texas time.. The meeting will take place at the company's corporate headquarters in Kingwood, Texas.. Stockholders are encouraged to review the enclosed proxy statement and the annual report on Form 10-K for the year ended December 31, 2023..
Is INSPERITY, INC. a risky investment based on this filing?
Based on this DEF 14A, INSPERITY, INC. presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or strategic shifts that would indicate significant risk.
What should investors do after reading INSPERITY, INC.'s DEF 14A?
Stockholders should review the proxy statement and annual report to understand the proposals and cast their votes. The overall sentiment from this filing is neutral.
How does INSPERITY, INC. compare to its industry peers?
Insperity, Inc. operates in the human resources services industry, providing a range of solutions to businesses.
Are there regulatory concerns for INSPERITY, INC.?
The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
Industry Context
Insperity, Inc. operates in the human resources services industry, providing a range of solutions to businesses.
Regulatory Implications
The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies.
What Investors Should Do
- Review the proxy statement for details on proposals and voting procedures.
- Access the 2023 Form 10-K for comprehensive financial information.
- Ensure shares are represented at the Annual Meeting by voting or attending.
Key Dates
- 2024-05-21: Annual Meeting of Stockholders — Key date for shareholder voting and corporate governance decisions.
- 2024-04-11: Filing Date — Date the Definitive Proxy Statement was filed with the SEC.
- 2023-12-31: Fiscal Year End — End date for the financial period covered by the accompanying annual report.
Year-Over-Year Comparison
This filing is a routine DEF 14A, indicating the company is holding its annual shareholder meeting and providing necessary documentation.
Filing Stats: 4,844 words · 19 min read · ~16 pages · Grade level 11.7 · Accepted 2024-04-11 07:26:46
Key Financial Figures
- $0.01 — 1 shares of our common stock, par value $0.01 per share, were outstanding. Each share
- $92 million — e officer, Lockton's revenues grew from $92 million to $1.4 billion and it expanded from 7
- $1.4 billion — ton's revenues grew from $92 million to $1.4 billion and it expanded from 7 offices to 85 of
Filing Documents
- nsp-20240411.htm (DEF 14A) — 959KB
- nsp-20240411_g1.jpg (GRAPHIC) — 24KB
- nsp-20240411_g10.jpg (GRAPHIC) — 407KB
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- nsp-20240411_g2.jpg (GRAPHIC) — 40KB
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- nsp-20240411_g24.jpg (GRAPHIC) — 166KB
- nsp-20240411_g3.jpg (GRAPHIC) — 35KB
- nsp-20240411_g4.jpg (GRAPHIC) — 416KB
- nsp-20240411_g5.jpg (GRAPHIC) — 159KB
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- nsp-20240411_g7.jpg (GRAPHIC) — 509KB
- nsp-20240411_g8.jpg (GRAPHIC) — 162KB
- nsp-20240411_g9.jpg (GRAPHIC) — 882KB
- 0001000753-24-000026.txt ( ) — 18519KB
- nsp-20240411.xsd (EX-101.SCH) — 3KB
- nsp-20240411_def.xml (EX-101.DEF) — 4KB
- nsp-20240411_lab.xml (EX-101.LAB) — 5KB
- nsp-20240411_pre.xml (EX-101.PRE) — 3KB
- nsp-20240411_htm.xml (XML) — 70KB
Security Ownership
Security Ownership 4 Proposal Number 1 5 General 5 Voting; Approval Requirements 5 Nominees for Director 6 Directors Not Currently Subject to Election 7 Board Composition 11 Summary of Committee Memberships and Liaison Roles 12 Corporate Governance 12 Corporate Governance Guidelines 12 Director Independence 12 Selection of Nominees for the Board of Directors 13 Board of Directors' Leadership 15 Board of Directors' Role in Risk Oversight 16 Prohibition on Hedging and Pledging of Our Common Stock 17 Code of Business Conduct and Ethics 17 Stockholder Communications and Engagement 17 Meetings and Committees of the Board of Directors 18 The Board of Directors 18 Executive Sessions of the Board of Directors and the Lead Independent or Presiding Director 18 Committees of the Board of Directors and Board Liaison 18
Executive Compensation
Executive Compensation 20 Compensation Discussion and Analysis 21 Compensation Committee Report 35 Compensation Committee Interlocks and Insider Participation 36 Summary Compensation Table 36 Grants of Plan-Based Awards Table 37 Outstanding Equity Awards Table at 2023 Fiscal Year End 38 Option Exercises and Stock Vested Table for Fiscal Year 2023 38 Securities Reserved for Issuance Under Equity Compensation Plans Table 39 Potential Payments Upon Termination or Change in Control 39 CEO Pay Ratio 42 Pay Versus Performance 42 Director Compensation 46 Directors' Compensation Table 47 Report of the Finance, Risk Management and Audit Committee 47 Certain Relationships and Related Transactions 48 Proposal Number 2 49 Proposal Number 3 51 Proposal Number 4 52 General 52 Fees of Ernst & Young 52 Finance, Risk Management and Audit Committee Pre-Approval Policy for Audit and Non-Audit Services 52 Required Affirmative Vote 53 Additional Information 53 Delivery of Proxy Statement 53 Stockholder Proposals and Director Nominations for 2024 Annual Meeting of Stockholders 53 Stockholder Proposals for Inclusion in Our 2025 Proxy Statement 53 Stockholder Director Nominations and Proposals for 2025 Annual Meeting of Stockholders 54 Financial Information 54 Appendix A - Amended and Restated Certificate of Incorporation of Insperity, Inc. INSPERITY, INC. PROXY STATEMENT SOLICITATION The accompanying proxy is solicited by the Board of Directors, or Board, of Insperity, Inc., a Delaware corporation, for use at the 2024 Annual Meeting of Stockholders to be held on May 21, 2024, and at any reconvened meeting after an adjournment thereof. The 2024 Annual Meeting of Stockholders will be held at 1:30 p.m. (Houston, Texas time), in the Auditorium in Centre I of our corporate headquarters at 19001 Crescent Springs Drive, Kingwood, Texas 77339. The approximate date on which this proxy statement and the acco
SECURITY OWNERSHIP
SECURITY OWNERSHIP The following table sets forth the number and the percentage of shares of our common stock that were beneficially owned as of April 4, 2024 by: (1) each person known by us to beneficially own 5% or more of our common stock; (2) all current directors and persons nominated to become directors; (3) each of our executive officers identified in the Summary Compensation Table; and (4) all of our directors, director nominees and executive officers as a group. Name of Beneficial Owner Amount and Nature of Beneficial Ownership 1 Percent of Class Timothy T. Clifford 16,481 * Eli Jones 6,147 * Carol R. Kaufman 37,571 * John L. Lumelleau 9,624 * Ellen H. Masterson 13,039 * Randall Mehl 16,211 * John M. Morphy 9,115 * Latha Ramchand 9,624 * Richard G. Rawson 222,280 2 * Paul J. Sarvadi 1,448,047 3 3.85 % James D. Allison 51,218 * A. Steve Arizpe 188,359 4 * Daniel D. Herink 20,599 * Douglas S. Sharp 33,728 * BlackRock, Inc. 5,340,113 5 14.18 % Mawer Investment Management Ltd. 4,451,904 6 11.82 % The Vanguard Group 3,728,331 7 9.90 % Executive Officers and Directors as a Group (15 Persons) 2,090,834 5.55 % _________________________ * Represents less than 1%. 1 Except as otherwise indicated, each of the stockholders has sole voting and investment power with respect to the securities shown to be owned by such stockholder. The address for each officer and director is in care of Insperity, Inc., 19001 Crescent Springs Drive, Kingwood, Texas 77339. As of April 4, 2024, none of these individuals held options exercisable for shares of our common stock. The number of shares of our common stock beneficially owned by each person includes unvested restricted stock units as of April 4, 2024. Restricted stock units do not have voting rights. Name of Beneficial Owner Unvested Restricted Stock Units Timothy T. Clifford — Eli Jones — Carol R. Kaufman — John Lumelleau — Ellen H. Masterson — Randall Mehl — John M. Morphy — Insper