8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 2, 2019 (December 2, 2019)

Insperity, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13998	76-0479645
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

19001 Crescent Springs Drive

Kingwood, Texas 77339

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (281) 358-8986

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	NSP	New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under The Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under The Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 2, 2019, the Board of Directors of Insperity, Inc. (the “Company”) appointed John Lumelleau and Latha Ramchand to the Board of Directors. Dr. Ramchand will serve as a Class I director of the Company with an initial term expiring on the date of the Company’s annual meeting of stockholders in 2020. Mr. Lumelleau will serve as a Class II director of the Company with an initial term expiring on the date of the Company’s annual meeting of stockholders in 2021. Neither of the new directors has been named to any committees of the Board of Directors at this time. In connection with their appointment, the size of the Board of Directors was set at 10 directors.

As of the date of the appointment, neither Mr. Lumelleau nor Ms. Ramchand has entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation S-K.

In accordance with the Insperity, Inc. Directors Compensation Plan, each of Mr. Lumelleau and Dr. Ramchand has been granted a pro rata share of the $150,000 Annual Director Award granted to all non-employee directors pursuant to the Directors Compensation Plan. Each of their annual compensation and retainer fees will be consistent with that provided to the Company’s other non-employee directors.

A copy of the Company’s press release announcing the appointment of them to the Board of Directors is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 — Press release issued by Insperity, Inc. on December 2, 2019.

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/ Daniel D. Herink
	Daniel D. Herink
	Senior Vice President of Legal, General Counsel and Secretary

Date: December 2, 2019

EX-99.1

Exhibit 99.1

Insperity Appoints Two New Independent Directors to Board

HOUSTON - December 2, 2019 - 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 appointed Latha Ramchand and John Lumelleau as new independent directors.

“We are excited to add depth and diversity of experience to our board with the addition of Latha and John. Beyond her finance background, Latha’s experience with entrepreneurship and generational changes bolsters our board’s insight into an important part of our client base,” said Paul J. Sarvadi, chairman and chief executive officer. “John led the growth of the world’s largest privately held insurance brokerage firm, bringing to our board his experience with risk management and handling the challenges faced by growth-oriented organizations.”

Dr. Ramchand has been appointed as a Class I director with a term expiring at our annual meeting of the stockholders in 2020. Mr. Lumelleau has been appointed as a Class II director with a term expiring at our annual meeting of the stockholders in 2021.

Dr. Ramchand has served as Executive Vice Chancellor and Provost at the University of Missouri since her appointment in August 2018. Previously, Dr. Ramchand served as dean of the C.T. Bauer College of Business of the University of Houston from 2011 to 2018. Prior to her deanship, she served as associate dean from 2006. During her tenure as dean, Bauer College grew enrollment to over 6,400 students, oversaw the creation of a social entrepreneurship program, expanded programs in entrepreneurship and technology commercialization, and created a venture fund and a start-up accelerator. Dr. Ramchand held various professorships with the Bauer College from 1993 until her promotion to associate dean. Dr. Ramchand is also a certified financial analyst and currently serves on the advisory board of the CFP Board of Standards since 2018. She received her Ph.D., Finance, from the Kellogg Graduate School of Management of Northwestern University in 1993, her M.A., Economics, from the University of Bombay in 1983 and a B.A., Economics, also from the University of Bombay in 1981.

Mr. Lumelleau served as the president and chief executive officer of Lockton, Inc., the largest privately held independent insurance broker and a top 10 insurance broker globally, from 2002 until his retirement in 2017. Since his retirement, he has served as an independent advisor to Lockton and continues to serve on the board of directors of Lockton. In 2019, he also became chairman of the board of Orchid Underwriters Agency, LLC, a leading specialty underwriter of catastrophe exposed property insurance, and is a member of the management advisory board of TowerBrook Capital Partners. While he served as president and chief executive officer, Lockton’s revenues grew from $92 million to $1.4 billion and it expanded from 7 offices to 85 offices globally. Previously, he served as president of Lockton from 2000-2002 and as operations executive from 1997 to 1999. Prior to joining Lockton, Mr. Lumelleau held various roles at Alexander & Alexander, Inc. and its successor, AON Risk Services, from 1976 until 1997, including executive vice president of global retail sales. He currently serves on the Board of Trustees of Fordham University, the Board of Directors of

The Council of Insurance Agents and Brokers, and the Board of Overseers of the St. John’s University School of Risk Management & Actuarial Sciences. Mr. Lumelleau holds a Bachelor of Arts from Fordham University.

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 2018 revenues of $3.8 billion, Insperity operates in 78 offices throughout the United States. For more information, visit http://www.insperity.com.

XML

Document and Entity Information Document	Dec. 02, 2019
Cover page.
Document Type	8-K
Document Period End Date	Dec. 02, 2019
Entity Registrant Name	Insperity, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-13998
Entity Tax Identification Number	76-0479645
Entity Address, Address Line One	19001 Crescent Springs Drive
Entity Address, City or Town	Kingwood
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77339
City Area Code	281
Local Phone Number	358-8986
Title of 12(b) Security	Common Stock, $.01 par value per share
Trading Symbol	NSP
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001000753
Amendment Flag	false