Insperity Agrees to Add Two New Directors to
Board
Starboard Agrees to Support Company's Nominees
at Annual Meeting
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 reached
an agreement with Starboard Value LP (together with its affiliates,
"Starboard"), its largest stockholder, in advance of the Company's
2016 annual meeting of stockholders.
Under the terms of the agreement, the Board agreed to appoint
John Morphy, who was previously nominated by Starboard, as a Class
III director, and to use its reasonable best efforts to hold the
2016 annual meeting on or before July 8, 2016. The Board carefully
reviewed Mr. Morphy's qualifications and concluded that his skills,
experience and capabilities would be beneficial to the Board. In
addition, the Board will promptly commence a search for an
additional independent director. The search will be conducted by
the Board's Nominating and Corporate Governance Committee (the
"NCGC"), which will retain a nationally-recognized, independent
search firm to assist in identifying and evaluating an additional
independent director candidate and may also consider nominees
proposed by current directors. This additional director will be
appointed to the Board upon approval of a majority of both the NCGC
and the Board. Finally, the agreement calls for certain changes to
the composition of the standing committees of the Board.
Starboard has agreed to vote all of its shares in favor of Mr.
Morphy and the Company's incumbent Class III directors, Richard
Rawson, President, and Michael Brown, who are seeking reelection at
the 2016 annual stockholder meeting. Starboard also agreed to
customary standstill provisions under the agreement.
"We are pleased to reach an agreement that brings new
perspectives to the Board and allows for management’s continued
execution of our strategic plan," said Paul J. Sarvadi, chairman
and chief executive officer. "Our recent record first quarter
results illustrate the success of the Company's strategy to
optimize our salesforce, service team and portfolio of solutions,
and we look forward to working with the Board to enhance growth,
profitability and shareholder returns going forward."
"The addition of two new directors, including Mr.
Morphy, who brings more than 20 years of financial leadership
experience including 15 years as the CFO of Paychex, will
provide additional insights and expertise as
the company continues to execute its strategy focused on
profitable growth," said Peter Feld, Managing Member,
Portfolio Manager and Head of Research of Starboard Value LP. "We
continue to see significant value in the company’s premium service
offerings and competitive advantage, and we are pleased to have
reached this agreement, which we believe will further strengthen
the Board of Insperity."
The complete settlement agreement will be filed on Form 8-K with
the Securities and Exchange Commission.
John Morphy previously served as Senior Vice President, Chief
Financial Officer, Secretary and Treasurer of Paychex, Inc.
(NASDAQ: PAYX), a leading provider of payroll, human resource, and
benefits outsourcing solutions for small to medium-sized businesses
("Paychex"), from October 1996 until June 2011, at which time he
was appointed Vice President of Finance at Paychex until he retired
in January 2012. As CFO of Paychex, Mr. Morphy reported directly to
the CEO and was responsible for all finance, legal, shareholder
relations, purchasing, and real estate and travel functions. Prior
to joining Paychex in 1995, he served as the Chief Financial
Officer of Goulds Pumps, Inc. ("Goulds"), a then publicly traded
global manufacturer of pumps for the industrial, commercial and
water supply markets, from 1985 to 1993 and as group Vice President
over industrial products at Goulds through 1995. From 1976 to 1985,
Mr. Morphy was Vice President and Controller for Computer Consoles,
Inc., and before that he was an accountant at Arthur Andersen &
Company, an accounting firm. Mr. Morphy also previously served as a
director of Inforte Corp., a then publicly traded customer and
demand management consultancy, from April 2003 to August 2004. He
earned his Bachelor of Science in Accounting from LeMoyne College
and his Certified Public Accountant certificate in 1973.
About Insperity
Insperity, a trusted advisor to America's best businesses for
more than 30 years, provides an array of human resources and
business solutions designed to help improve business performance.
Insperity® Business Performance Advisors offer 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 Human Capital Management,
Payroll Software, Time and Attendance, Performance Management,
Organizational Planning, Recruiting Services, Employment Screening,
Financial Services, Expense Management, Retirement Services and
Insurance Services. Insperity business performance solutions
support more than 100,000 businesses with over 2 million employees.
With 2015 revenues of $2.6 billion, Insperity operates in 60
offices throughout the United States. For more information,
visit http://www.insperity.com.
About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a
focused and fundamental approach to investing in publicly traded
U.S. companies. Starboard invests in deeply undervalued companies
and actively engages with management teams and boards of directors
to identify and execute on opportunities to unlock value for the
benefit of all shareholders.
The statements contained herein that are not historical facts
are forward-looking statements within the meaning of the federal
securities laws (Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934). You can
identify such forward-looking statements by the words "expects,"
"intends," "plans," "projects," "believes," "estimates," "likely,"
"possibly," "probably," "goal," "opportunity," "objective,"
"target," "assume," "outlook," "guidance," "predicts," "appears,"
"indicator" and similar expressions. Forward-looking statements
involve a number of risks and uncertainties. In the normal course
of business, Insperity, Inc., in an effort to help keep our
stockholders and the public informed about our operations, may from
time to time issue such forward-looking statements, either orally
or in writing. Generally, these statements relate to business plans
or strategies, projected or anticipated benefits or other
consequences of such plans or strategies, or projections involving
anticipated revenues, earnings, unit growth, profit per worksite
employee, pricing, operating expenses or other aspects of operating
results. We base the forward-looking statements on our
expectations, estimates and projections at the time such statements
are made. These statements are not guarantees of future performance
and involve risks and uncertainties that we cannot predict. In
addition, we have based many of these forward-looking statements on
assumptions about future events that may prove to be
inaccurate. Therefore, the actual results of the future events
described in such forward-looking statements could differ
materially from those stated in such forward-looking statements.
Among the factors that could cause actual results to differ
materially are: (i) adverse economic conditions; (ii) regulatory
and tax developments and possible adverse application of various
federal, state and local regulations; (iii) the ability to secure
competitive replacement contracts for health insurance and workers'
compensation insurance at expiration of current contracts; (iv)
cancellation of client contracts on short notice, or the inability
to renew client contracts or attract new clients; (v) vulnerability
to regional economic factors because of our geographic market
concentration; (vi) increases in health insurance costs and
workers' compensation rates and underlying claims trends, health
care reform, financial solvency of workers' compensation carriers,
other insurers or financial institutions, state unemployment tax
rates, liabilities for employee and client actions or
payroll-related claims; (vii) failure to manage growth of our
operations and the effectiveness of our sales and marketing
efforts; (viii) the impact of the competitive environment in the
PEO industry on our growth and/or profitability; (ix) our liability
for worksite employee payroll, payroll taxes and benefits costs;
(x) our liability for disclosure of sensitive or private
information; (xi) our ability to integrate or realize expected
returns on our acquisitions; (xii) failure of our information
technology systems; (xiii) an adverse final judgment or settlement
of claims against Insperity; and (xiv) disruptions to our
business resulting from the actions of certain stockholders. These
factors are discussed in further detail in Insperity's filings with
the U.S. Securities and Exchange Commission. Any of these
factors, or a combination of such factors, could materially affect
the results of our operations and whether forward-looking
statements we make ultimately prove to be accurate.
Except to the extent otherwise required by federal securities
law, we do not undertake any obligation to update our
forward-looking statements to reflect events or circumstances after
the date they are made or to reflect the occurrence of
unanticipated events.
Important Additional Information
Insperity, its directors and certain of its executive officers
and employees may be deemed to be participants in the solicitation
of proxies from Insperity stockholders in connection with the
matters to be considered at Insperity's 2016 annual meeting.
Insperity plans to file a proxy statement and proxy card with the
U.S. Securities and Exchange Commission (the "SEC") in connection
with the 2016 annual meeting. INSPERITY STOCKHOLDERS ARE STRONGLY
ENCOURAGED TO READ THE 2016 PROXY STATEMENT AND ACCOMPANYING PROXY
CARD (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the identity of potential participants, and
their direct or indirect interests, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with the 2016
annual meeting. Stockholders will be able to obtain the proxy
statement, any amendments or supplements to the proxy statement and
other documents filed by Insperity with the SEC for no charge at
the SEC's website at www.sec.gov. Copies will also be available at
no charge at the Investor Relations section of our corporate
website at http://www.insperity.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20160519005680/en/
Insperity, Inc.Douglas S. Sharp, (281) 348-3232Senior Vice
President of Finance,Chief Financial Officer and
TreasurerInvestor.Relations@Insperity.com
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