0001059262-18-000023.txt : 20180424 0001059262-18-000023.hdr.sgml : 20180424 20180423175122 ACCESSION NUMBER: 0001059262-18-000023 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180424 DATE AS OF CHANGE: 20180423 EFFECTIVENESS DATE: 20180424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SP Plus Corp CENTRAL INDEX KEY: 0001059262 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AUTO RENTAL & LEASING (NO DRIVERS) [7510] IRS NUMBER: 161171179 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50796 FILM NUMBER: 18769664 BUSINESS ADDRESS: STREET 1: 200 E. RANDOLPH STREET STREET 2: SUITE 7700 CITY: CHICAGO STATE: IL ZIP: 60601-7702 BUSINESS PHONE: 312-274-2000 MAIL ADDRESS: STREET 1: 200 E. RANDOLPH STREET STREET 2: SUITE 7700 CITY: CHICAGO STATE: IL ZIP: 60601-7702 FORMER COMPANY: FORMER CONFORMED NAME: SP PLUS Corp DATE OF NAME CHANGE: 20131202 FORMER COMPANY: FORMER CONFORMED NAME: STANDARD PARKING CORP DATE OF NAME CHANGE: 20030506 FORMER COMPANY: FORMER CONFORMED NAME: APCOA STANDARD PARKING INC /DE/ DATE OF NAME CHANGE: 20011126 DEFA14A 1 amendmentto2018proxystatem.htm DEFA14A Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant ý
Filed by a Party other than the Registrant ¨
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Soliciting Material under §240.14a-12

SP PLUS CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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Amendment to Proxy Statement

SP Plus Corporation (the “Company”) filed its 2018 Proxy Statement related to election of directors, the amendment and restatement of its Long-Term Incentive Plan and other matters with the Securities and Exchange Commission on April 2, 2018 (the “Proxy Statement”). This amendment to the Proxy Statement amends one page of the body of the Proxy Statement and two pages of Appendix B, the Company’s Long-Term Incentive Plan, as Amended and Restated. These three amendments are set forth below.

The second paragraph on page 49 is amended to add “and April 20, 2018” at the end of the first clause, which is the date the Board of Directors approved the final Long-Term Incentive Plan, as Amended and Restated. Accordingly, the sentence, marked to show changes and revised by this amendment and incorporated by reference into the Proxy Statement, now reads as follows:

On March 7, 2018 and March 20, 2018 and April 20, 2018, the Board adopted, subject to stockholder approval, an amendment and restatement of the Plan (“Restated Plan”) to (i) increase the number of shares available for awards under the Plan from 2,975,000 to 3,775,000, an increase of 800,000 shares; (ii) eliminate certain provisions related to “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”); and (iii) make certain updates to the basic form of the Plan document.

The amended sentence in its entirety now reads as follows:

On March 7, 2018 and March 20, 2018 and April 20, 2018, the Board adopted, subject to stockholder approval, an amendment and restatement of the Plan (“Restated Plan”) to (i) increase the number of shares available for awards under the Plan from 2,975,000 to 3,775,000, an increase of 800,000 shares; (ii) eliminate certain provisions related to “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986 (the “Code”); and (iii) make certain updates to the basic form of the Plan document.

The first amendment to Appendix B of the Proxy Statement is to change the word “adoption” to “consummation” in the first sentence of the second paragraph of Article XIX on page 19 of the Restated Plan. Accordingly, the sentence, marked to show changes and revised by this amendment and incorporated by reference into the Proxy Statement, now reads as follows:

Notwithstanding anything herein to the contrary, the Company may, in its sole discretion accelerate the timing of the exercise provisions of any Award in the event of (i) the adoption consummation of a plan of merger or consolidation under which a majority of the Shares of the Company would be converted into or exercised for cash or securities of any other corporation or entity, or (ii) a sale or exchange of all or any portion of the Company’s assets or equity securities.
The amended sentence in its entirety now reads as follows:

Notwithstanding anything herein to the contrary, the Company may, in its sole discretion accelerate the timing of the exercise provisions of any Award in the event of (i) the consummation of a plan of merger or consolidation under which a majority of the Shares of the Company would be converted into or exercised for cash or securities of any other corporation or entity, or (ii) a sale or exchange of all or any portion of the Company’s assets or equity securities.
The second amendment to Appendix B of the Proxy Statement is to change the adoption date set forth on page 23 at the end of the Restated Plan from “Adopted this 7th day of March, 2018” to “Adopted this 20th day of April, 2018.” Accordingly, the clause, marked to show changes and revised by this amendment and incorporated by reference into the Proxy Statement, now reads as follows:

Adopted this 7th 20th day of March April, 2018

The amended clause in its entirety now reads as follows:

Adopted this 20th day of April, 2018
    
Additional background regarding these amendments to the Proxy Statement is set forth in the Company’s Form 8-K filed on April 23, 2018.