8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section l3 or l5(d) of the

Securities Exchange Act of l934

February 23, 2018 (February 19, 2018)

Date of report (Date of earliest event reported)

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 Changed 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))

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.

(d) Following a thorough vetting process, the Nominating and Corporate Governance Committee of the Company’s Board of Directors (the “Board”) recommended to the Board that Alice M. Peterson be elected to serve as a director until the Company’s 2018 Annual Meeting of Stockholders to be held on May 8, 2018 (the “2018 Annual Meeting”). On February 19, 2018, the Board elected Ms. Peterson by unanimous written consent to serve as a director effective March 1, 2018 (the “Effective Date”) until the 2018 Annual Meeting. Ms. Peterson is expected to become a member of the Board’s Audit Committee.

Ms. Peterson, 65, is currently President of Loretto Group, a consultancy focused on sustainably profitable business growth. From 2012 through 2015, she served as Chief Operating Officer of PPL Group and Big Shoulders Capital, both private equity firms with common ownership. Ms. Peterson served as a director of RIM Finance, LLC, a wholly owned subsidiary of Research in Motion, Ltd., the maker of the Blackberry™ handheld device, from 2000 to 2013. From 2009 to 2010, Ms. Peterson served as the Chief Ethics Officer of SAI Global, a provider of compliance and ethics services, and was a special advisor to SAI Global until 2012. Ms. Peterson served as a director of Patina Solutions, which provides professionals on a flexible basis to help companies achieve their business objectives from 2012 to 2013. Ms. Peterson founded and served as the president of Syrus Global, a provider of ethics, compliance, and reputation management solutions from 2002 to 2009, when it was acquired by SAI Global. Ms. Peterson has served as a director of the general partner of Williams Partners L.P. and its predecessor (a diversified master limited partnership focused on natural gas transportation; gathering, treating and processing; storage; natural gas liquid fractionation; and oil transportation) from 2005 to the present and serves as the chairman of its audit committee and is a member of the conflicts committee. Ms. Peterson previously served as a director of Navistar Financial Corporation, a wholly owned subsidiary of Navistar International (a manufacturer of commercial and military trucks, diesel engines and parts), Hanesbrands Inc. (an apparel company), TBC Corporation (a marketer of private branded replacement tires), and Fleming Companies (a supplier of consumer package goods). The Board believes that Ms. Peterson’s financial and accounting, corporate governance, securities and capital markets, executive leadership, strategy development and risk management, and operating experience are particularly important attributes for a Company director. She received her B.A. degree from the University of Louisville and received her MBA in Finance from Vanderbilt University.

Ms. Peterson will be entitled a pro rata portion of the Company’s standard $60,000 annual cash retainer (“Cash Retainer”) for directors and a pro rata portion of the $10,000 fee for being a member of the Audit Committee (“Audit Committee Fee”) for the period beginning on the Effective Date to the 2018 Annual Meeting date. Assuming that Ms. Peterson is elected as a director at the 2018 Annual Meeting, she will be entitled to SP Plus common stock equal to approximately $85,000 on the date of grant, the Cash Retainer and the Audit Committee Fee.

A copy of the press release about Ms. Peterson’s election that was released on February 23, 2018 is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.02(d).

Item 9.01.  Financial Statements and Exhibits

9.01(d)  Exhibits

99.1     SP Plus Corporation press release dated February 23, 2018 announcing the election of Alice M. Peterson as a director effective March 1, 2018.

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
Date: February 23, 2018	By:      /s/ VANCE C. JOHNSTON
	Vance C. Johnston,       Executive Vice President, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1 200 E. Randolph Street Suite 7700 Chicago, Illinois 60601‑7702  (312) 274-2000

CONTACT:

Jill Nagel

Senior Communications Manager

jnagel@spplus.com, 312-274-2102

FOR IMMEDIATE RELEASE

SP+ Elects Alice M. Peterson to Board of Directors

CHICAGO, Illinois - February 23, 2018 - SP Plus Corporation (SP+), (Nasdaq: SP), a leader in parking management, ground transportation and ancillary services, today announced that Alice M. Peterson has been elected to serve on its Board of Directors, effective March 1, 2018.

Ms. Peterson also serves as a board member for Williams Partners, LP, a Tulsa-based energy firm. Her experience as a director with both public and private companies spans two decades and includes Patina Solutions, SAI Global, Hanesbrands, TBC, Navistar Financial, RIM Finance, Fleming Companies and 360 Communications.

“Ms. Peterson’s financial and operations expertise paired with the director roles she has held in corporate governance make her an exceptional addition to our Board and the audit committee on which she will serve,” commented Karen Garrison, Chairman of the Board of Directors for SP+.

“We’re delighted that Alice has joined our Board,” stated Marc Baumann, President and CEO of SP+. “Her extensive financial and operational experience in executive leadership roles and as an entrepreneur will enable her to bring valuable insights to our board and management team as we work to accelerate the growth of our company. I’m very much looking forward to having Alice join us so we can benefit from her talents as we strive for greater success at SP+.”

Prior to Ms. Peterson’s current role as president of Loretto Group, a sustainable growth firm that she founded in 2016, she served as chief operating officer for two private equity firms under common ownership, PPL Group and Big Shoulders Capital, from 2012 to 2015. Ms. Peterson also founded Syrus Global in 2002, and served as its chief executive officer until selling the risk management firm to publicly traded SAI Global in 2009, where she continued as chief ethics officer until 2012. Throughout her career, she performed in various roles with increasing responsibility at RIM/Blackberry, Sears Roebuck, Kraft Foods, PepsiCo and Harris Corporation.

Ms. Peterson currently acts as a trustee for the Ravinia Festival and is an active member of various associations, including The Economic Club of Chicago and The Chicago Network. Ms. Peterson earned an MBA from Vanderbilt University’s Owen Graduate School of Management, and a BA from the University of Louisville.

SP+ provides professional parking management, ground transportation, facility maintenance, security, and event logistics services to property owners and managers in all markets of the real estate industry. The Company has more than 20,000 employees and operates approximately 3,600 facilities with 2.0 million parking spaces in hundreds of cities across North America, including parking-related and shuttle bus operations serving more than 70 airports. SP+ is one of the premier valet operators in the nation with more four and five diamond luxury properties, including hotels and resorts, than any other valet competitor. The Company’s ground transportation division transports approximately 37 million passengers each year; its facility maintenance division operates in dozens of U.S. cities; and it provides a wide range of event logistics services. For more information, visit www.spplus.com.

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