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 10, 2023

 

SP PLUS CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-50796	16-1171179
(Commission File Number)	(IRS Employer Identification No.)

200 E. Randolph Street, Suite 7700, Chicago, Illinois 60601‑7702

(Address of Principal Executive Offices) (Zip Code)

(312) 274-2000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changedf Since Last Report)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	SP	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On May 10, 2023, SP Plus Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as further described in Item 5.07 below, the Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation, which became effective upon the Company’s filing of the amendment to the Company's Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 11, 2023. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On May 11, 2023, the Company’s Board of Directors also approved an amendment to the Company’s Amended and Restated Bylaws relating to new Delaware law provisions regarding officer exculpation. A copy of the amendment to the Company’s Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the Company’s stockholders: (i) elected six (6) directors; (ii) approved, on a non-binding, advisory basis, a resolution approving the 2022 compensation paid to the Company’s named executive officers; (iii) approved, on a non-binding, advisory basis, the frequency of one year for the advisory vote on compensation of the Company’s named executive officers; (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023; and (v) approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.

The following are the final voting results on the five proposals presented to the Company’s stockholders at the Annual Meeting:

Proposal 1: Election of Directors

The Company’s stockholders elected each of the six director nominees nominated by the Company’s Board of Directors to serve as directors until the 2024 annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier resignation, removal or death, by the following vote:

Nominees	For	Withhold	Broker Non-Votes
G Marc Baumann	16,671,066	406,961	821,147
Alice M. Peterson	16,685,273	392,754	821,147
Gregory A. Reid	17,006,261	71,766	821,147
Wyman T. Roberts	16,708,909	369,118	821,147
Diana L. Sands	17,005,761	72,266	821,147
Douglas R. Waggoner	16,706,181	371,846	821,147

Proposal 2: Non-Binding, Advisory Vote on the 2022 Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on a non-binding, advisory basis, a resolution approving the 2022 compensation of the Company’s named executive officers by the following vote:

For 16,249,367 Against 721,946 Abstain 106,714 Broker Non-Votes 821,147

Proposal 3: Non-Binding, Advisory Vote on the Frequency of the Advisory Vote on Compensation of Company’s Named Executive Officers

The Company’s stockholders approved, on a non-binding, advisory basis, the frequency of one year for the advisory vote on compensation of the Company’s named executive officers by the following vote:

1 Year 16,223,844 2 Years 10,291 3 Years 816,049 Abstain 27,843 Broker Non-Votes 821,147

In consideration of the stockholder vote on Proposal 3, and consistent with the recommendation of the Company’s Board of Directors disclosed in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on March 30, 2023, the Company has determined to hold the non-binding, advisory vote on the compensation of the Company’s named executed officers on an annual basis until stockholders vote on the next required frequency proposal.

Proposal 4: Ratification of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2023 by the following vote:

For	Against	Abstain
17,430,415	468,323	436

Proposal 5: Approve an Amendment to the Company’s Second Amended and Restated Certificate of Incorporation to Reflect New Delaware Law Provisions Regarding Officer Exculpation

The Company’s stockholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation by the following vote:

For 12,612,515 Against 4,460,293 Abstain 5,219 Broker Non-Votes 821,147

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
3.1	Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of SP Plus Corporation dated May 11, 2023.
3.2	Amendment to Fourth Amended and Restated Bylaws of the Company dated May 11, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	SP PLUS CORPORATION (Registrant)
Date: May 16, 2023	By: /s/ Wenyu Blanchard
	Wenyu Blanchard       Chief Legal Officer and Secretary

EX-3.1

CERTIFICATE OF AMENDMENT

OF

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

SP PLUS CORPORATION

Pursuant to Section 242 of the

General Corporation Law of the State of Delaware

SP Plus Corporation, a Delaware corporation (the “Corporation”) does hereby certify as follows:

1.This Certificate of Amendment amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).

2.Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), this Certificate of Amendment hereby amends the provision of the Corporation’s Certificate of Incorporation by deleting “Article VIII” and substituting therefore a new Article VIII to read in its entirety as follows:

“Article VIII

Section 8.01 Limitation of Director and Officer Liability. No director or Officer (as defined below) of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or Officer, except for liability (i) for any breach of the director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or Officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL, as the same exists or hereafter may be amended, (iv) a director or Officer for any transaction from which the director or Officer derived an improper personal benefit or (v) an Officer in any action by or in the right of the Corporation. Any amendment, repeal or elimination of this Article VIII shall not affect its application with respect to an act or omission by a director or Officer occurring before such amendment, repeal or elimination. If the DGCL is amended hereafter to authorize the further elimination or limitation of liability of directors or Officers, then the liability of a director or Officer, as applicable, shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. All references in this Article VIII to an “Officer” shall mean only a person who, at the time of an act or omission as to which liability is asserted, falls within the meaning of the term “officer,” as defined in Section 102(b)(7) of the DGCL.”

3.Except as amended hereby, all other provisions of the Certificate of Incorporation shall remain in full force and effect.

4.The foregoing amendments were duly adopted in accordance with Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly executed in its corporate name this 11th day of May, 2023.

SP PLUS CORPORATION

By: /s/ Wenyu Blanchard

Name: Wenyu Blanchard

Title: Chief Legal Officer and Secretary

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EX-3.2

Bylaw Amendment

Section 5.02 Elimination of Certain Liability of Directors and Officers. As provided for in the Certificate of Incorporation of the Corporation, no director or Officer (as defined below) of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director or Officer, except for liability (i) for any breach of the director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (ii) a director or Officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv) a director or Officer for any transaction from which the director or Officer derived an improper personal benefit or (v) an Officer in any action by or in the right of the Corporation. Any amendment, repeal or elimination of this Section 5.02 shall not affect its application with respect to an act or omission by a director or Officer occurring before such amendment, repeal or elimination. If the DGCL is amended hereafter to authorize the further elimination or limitation of liability of directors or Officers, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall beor Officer, as applicable, shall be eliminated or limited to the fullest extent permitted by an amended DGCL. Any repeal or modification ofauthorized by the DGCL, as so amended. All references in this Section 5.02 by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modificationto an “Officer” shall mean only a person who, at the time of an act or omission as to which liability is asserted, falls within the meaning of the term “officer,” as defined in Section 102(b)(7) of the DGCL.

XML

Cover	May 10, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2023
Entity File Number	000-50796
Entity Registrant Name	SP PLUS CORPORATION
Entity Central Index Key	0001059262
Entity Tax Identification Number	16-1171179
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	200 E. Randolph Street, Suite 7700
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60601‑7702
City Area Code	312
Local Phone Number	274-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	SP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Current Fiscal Year End Date	--12-31