0001127602-23-007155.txt : 20230224 0001127602-23-007155.hdr.sgml : 20230224 20230224181159 ACCESSION NUMBER: 0001127602-23-007155 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230222 FILED AS OF DATE: 20230224 DATE AS OF CHANGE: 20230224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHARP DOUGLAS S CENTRAL INDEX KEY: 0001198988 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13998 FILM NUMBER: 23669227 MAIL ADDRESS: STREET 1: C/O INSPERITY STREET 2: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INSPERITY, INC. CENTRAL INDEX KEY: 0001000753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 760479645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 BUSINESS PHONE: 7133588986 MAIL ADDRESS: STREET 1: 19001 CRESCENT SPRINGS DR CITY: KINGWOOD STATE: TX ZIP: 77339 FORMER COMPANY: FORMER CONFORMED NAME: ADMINISTAFF INC \DE\ DATE OF NAME CHANGE: 19950915 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2023-02-22 0001000753 INSPERITY, INC. NSP 0001198988 SHARP DOUGLAS S 19001 CRESCENT SPRINGS DRIVE KINGWOOD TX 77339 1 EVP Finance, CFO & Treasurer Common Stock 2023-02-22 4 M 0 9182 0 A 26615 D Phantom Stock Performance Units (Stock Settled) 2023-02-22 4 A 0 2889 0 A Common Stock 2889 8471 D Phantom Stock Performance Units (Stock Settled) 2023-02-22 4 A 0 2613 0 A Common Stock 2613 11084 D Phantom Stock Performance Units (Stock Settled) 2023-02-22 4 A 0 3170 0 A Common Stock 3170 14254 D Phantom Stock Performance Units (Stock Settled) 2023-02-22 4 A 0 3128 0 A Common Stock 3128 17382 D Phantom Stock Performance Units (Stock Settled) 2023-02-22 4 M 0 9182 0 D Common Stock 9182 8200 D On this date, the Compensation Committee certified the achievement of the final performance conditions for these three-year performance period awards granted in 2020. These shares of Insperity, Inc. common stock ("Common Stock") will be settled as soon as practicable. The number of shares does not include additional shares related to the cash value of dividend rights that will be settled in shares of Common Stock. The value of these dividend rights will be based on the fair market value of the Common Stock on the trading day immediately preceding the final settlement date following the certification of the final performance conditions. Each phantom stock performance unit represents a contingent right to receive one share of Common Stock pursuant to the terms of the Long-Term Incentive Program (the "LTIP") awards issued under the Insperity, Inc. 2012 Incentive Plan based on a three-year performance period award cycle. These three-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the performance conditions related to 2022 performance on this date. No further performance periods remain for this grant. These phantom stock performance units vest at the end of the three-year award cycle period following certification in accordance with the LTIP of the achievement of all performance goals for the performance periods applicable to such award. These three-year performance period awards were granted in 2020. The Compensation Committee certified the achievement of the relative total shareholder return performance of Insperity's Common Stock against the performance of Insperity's 2020 compensation peer group of companies on this date. No further performance periods remain for this grant. These three-year performance period awards were granted in 2021. The Compensation Committee certified the achievement of the performance conditions related to 2022 performance on this date. These three-year performance period awards were granted in 2022. The Compensation Committee certified the achievement of the performance conditions related to 2022 performance on this date. Exhibit List: Exhibit 24 - Power of Attorney /s/ Christian P. Callens, by Power of Attorney 2023-02-24 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): EX 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints Daniel Herink, Christian Callens, Melissa McEllin, Sean Duffy and Bryan Smith, each of them severally, and with full power of substitution, the undersigned?s true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Insperity, Inc. (the ?Company?), Forms ID, 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms ID, 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact?s discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned?s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4, and 5 with respect to the undersigned?s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of February, 2023. /s/Douglas S. Sharp Signature Douglas S. Sharp Print Name