Insperity Adopts Limited Duration Stockholder Rights Plan
May 21 2020 - 5:34PM
Business Wire
Insperity, Inc. (NYSE: NSP), a leading provider of human
resources and business performance solutions for America’s best
businesses, today announced that it has adopted a limited duration
Stockholder Rights Plan (the “Rights Plan”), effective May 21,
2020. The Rights Plan is similar to plans recently adopted by
numerous publicly traded companies. The adoption of the Rights Plan
is not in response to any specific effort to acquire or influence
control of the Company.
In light of the significant market disruption caused by the
COVID-19 pandemic and other macroeconomic factors, and the
resulting decline in the market price of the Company’s common
stock, the Rights Plan is designed to protect the interests of its
stockholders by reducing the likelihood of any person or group from
obtaining effective control of the Company without paying a fair
control premium or from effectively blocking strategic actions that
may be beneficial to all stockholders. The Rights Plan is not
designed to prevent or interfere with any action that the Board of
Directors determines to be in the best interest of the Company and
its stockholders. The Rights Plan will ensure that the Board of
Directors remains in the best position to discharge its fiduciary
duties to the Company and its stockholders.
The Rights Plan includes certain recognized stockholder
protections that emphasize its limited focus. The Rights Plan has a
limited duration of one year from its adoption and expires on May
20, 2021. The rights will generally become exercisable only if a
person or group of persons acquires beneficial ownership of 10% or
more of the Company's outstanding common stock (20% or more in the
case of certain eligible passive investors). Any stockholder or
group that currently has beneficial ownership of more than 10% is
grandfathered, but may not acquire additional shares constituting
one percent or more of the then outstanding shares of the Company's
common stock without triggering the Rights Plan.
If the rights become exercisable, each holder of rights (other
than the person or group triggering the Rights Plan) will be
entitled to acquire shares of common stock at a 50% discount or the
Company may exchange each right held by such holders for one share
of common stock.
Further details regarding the Rights Plan will be contained in a
Form 8-K filed by the Company with the U.S. Securities and Exchange
Commission.
About Insperity
Insperity, a trusted advisor to America’s best businesses for
more than 33 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 Traditional Payroll and Human
Capital Management, Time and Attendance, Performance Management,
Organizational Planning, Recruiting Services, Employment Screening,
Expense Management, Retirement Services and Insurance Services.
Insperity business performance solutions support more than 100,000
businesses with over 2 million employees. With 2019 revenues of
$4.3 billion, Insperity operates in 83 offices throughout the
United States. For more information, visit
http://www.insperity.com.
Forward-Looking Statements
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:
- adverse economic conditions;
- impact of the COVID-19 pandemic, or other future pandemics,
including the scope, severity and duration of the pandemic;
government responses; regulatory developments; and the related
disruptions and economic impact to our business and the small and
medium-sized businesses that we serve;
- regulatory and tax developments and possible adverse
application of various federal, state and local regulations;
- the ability to secure competitive replacement contracts for
health insurance and workers’ compensation insurance at expiration
of current contracts;
- cancellation of client contracts on short notice, or the
inability to renew client contracts or attract new clients;
- vulnerability to regional economic factors because of our
geographic market concentration;
- 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;
- failure to manage growth of our operations and the
effectiveness of our sales and marketing efforts;
- the impact of the competitive environment and other
developments in the human resources services industry, including
the PEO industry, on our growth and/or profitability;
- our liability for worksite employee payroll, payroll taxes and
benefits costs;
- our liability for disclosure of sensitive or private
information;
- our ability to integrate or realize expected returns on our
acquisitions;
- failure of our information technology systems;
- an adverse final judgment or settlement of claims against
Insperity; and
- 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.
Any forward-looking statements are made only as of the date
hereof and, unless otherwise required by applicable securities
laws, we undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20200521005778/en/
Investor Relations Contact: Douglas S. Sharp Senior Vice President
of Finance, Chief Financial Officer and Treasurer (281) 348-3232
Investor.Relations@Insperity.com
News Media Contact: Suzanne Haugen Public Relations
Manager (281) 312-3543 Media@Insperity.com
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