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): May 11, 2014

Insperity, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13998	76-0479645
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	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

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))

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

On May 11, 2014, Gregory E. Petsch informed Insperity, Inc. (the “Company”) of his decision to retire from the board of directors of the Company (the “Board”) and from the Nominating and Corporate Governance Committee and Compensation Committee, effective immediately. Mr. Petsch also withdrew his name from consideration for reelection to the Board. Mr. Petsch’s retirement and his decision not to stand for reelection were not due to any disagreements with the Company on any matter related to its operation, policies or practices. Mr. Petsch has served on the Board since 2002.

The Board appointed director Carol R. Kaufman to replace Mr. Petsch as Lead Independent Director and Chair of the Nominating and Corporate Governance Committee.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 13, 2014, the Company held its annual meeting of stockholders (the “Annual Meeting”) at its corporate headquarters in Kingwood, Texas. The results of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows:

(i) To elect the persons named below as Class I directors for a term expiring at the annual meeting of stockholders in 2017 or until their respective successors have been duly elected and qualified:

Director	For		Against		Abstain		Broker Non-Votes
Michael W. Brown		17,131,787		6,214,649		6,043		1,063,480
Eli Jones		16,882,992		6,463,444		6,043		1,063,480

The proposal to reelect Mr. Petsch, which was included in the Proxy Statement for the Annual Meeting, was not presented because, as disclosed in Item 5.02 of this Form 8-K, Mr. Petsch withdrew his name from consideration for reelection. If the proposal for Mr. Petsch’s reelection had been presented, however, he would have been reelected to the Board. Computershare, our Inspector of Elections, has certified to us that Mr. Petsch received 16,924,455 votes for his reelection, 6,410,381 votes against, 17,643 abstentions and 1,063,480 broker non-votes.

(ii) To cast an advisory vote to approve the Company’s executive compensation:

For		Against		Abstain		Broker Non-Votes
	17,447,286		5,880,978		24,215		1,063,480

(iii) To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014:

For		Against		Abstain		Broker Non-Votes
	24,084,069		326,407		5,483		0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Insperity, Inc. on May 13, 2014.

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: May 14, 2014

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Insperity, Inc. on May 13, 2014.

EX-99.1

Exhibit 99.1

News Release

Investor Relations Contact:

Douglas S. Sharp

Senior Vice President of Finance,

Chief Financial Officer and Treasurer

(281) 348-3232

News Media Contact:

Jason Cutbirth

Senior Vice President of Marketing

(281) 312-3085

jason.cutbirth@insperity.com

Insperity Announces Retirement of Director Gregory E. Petsch

HOUSTON – May 13, 2014 – Insperity, Inc. (NYSE: NSP), a leading provider of human resources and business performance solutions for America’s best businesses, announced today that Gregory E. Petsch has resigned from the company’s board of directors. “We thank Greg for his guidance and contributions as a member of the Insperity board of directors for the past 12 years, and wish him all the best in his retirement,” said Paul J. Sarvadi, chairman and chief executive officer. “Greg has been a valued member of the Board since 2002. On behalf of the Board, I would like to extend my gratitude for Greg’s service to Insperity.”

Upon Mr. Petsch’s retirement, Insperity’s board of directors appointed director Carol R. Kaufman to replace Mr. Petsch as lead independent director and chair of the nominating and corporate governance committee.

Insperity, a trusted advisor to America’s best businesses for more than 28 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 Services, 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 2013 revenues of $2.3 billion, Insperity operates in 57 offices throughout the United States. For more information, visit http://www.insperity.com.

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