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 25, 2014

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-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

At a meeting of the Board of Directors (the “Board”) of SP Plus Corporation (the “Company”) held on February 25, 2014, Vance C. Johnston was appointed to be the Company’s Executive Vice President of Finance effective March 3, 2014, and Mr. Johnston was appointed to be Executive Vice President, Chief Financial Officer and Treasurer effective the first business day following the filing date of the Company’s 2013 Annual Report on Form 10-K with the Securities and Exchange Commission, which is anticipated to occur on or about March 13, 2014 (the “Effective Date”).

At the same meeting, the Board appointed G Marc Baumann to be the Company’s President and Chief Operating Officer as of the Effective Date. Mr. Baumann, 58, has served as the Company’s Chief Financial Officer and Treasurer since October 2000 and as the President of Urban Operations since October 2012. The Board also appointed James A. Wilhelm, 60, to be the Company’s Chief Executive Officer as of the Effective Date. Mr. Wilhelm has served as the Company’s President since September 2000 and its Chief Executive Officer and a director since October 2001. Messrs. Johnston and Baumann will both report to Mr. Wilhelm.

Mr. Johnston, 44, held various positions with Furniture Brands International, Inc. since May 2010, including Chief Financial Officer from May 2012 to December 2013. Prior to Furniture Brands, he was Chief Financial Officer for Miami Jewish Health Systems from March 2009 through March 2010, and Vice President, Corporate Strategy at Royal Caribbean Cruises, Ltd. from December 2005 through August 2009. Mr. Johnston has also held various positions in strategy, finance and operations with OfficeMax, Inc. from 2002 to 2005 and Burger King Corp. from 2001 to 2002.  He began his career at KPMG and is a Certified Public Accountant. Mr. Johnston holds an MBA degree from the University of Chicago’s Booth School of Management.

Mr. Johnston’s salary will be $400,000 per annum, and he is eligible to participate the Company’s two annual bonus programs. Mr. Johnston is expected to sign an employment agreement containing a non-compete provision in March 2014, and the Company will report that information in a Current Report on Form 8-K when it is available. Effective upon the execution his employment agreement, the Company will grant Mr. Johnston restricted stock units valued at $200,000 with five-year cliff vesting. Compensation for Messrs. Wilhelm and Baumann will not change on the Effective Date.

Messrs. Wilhelm, Baumann and Johnston have no other reportable relationships with the Company or its affiliates.

On February 28, 2014, the Company issued a press release that provides further details. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

Exhibit Index

99.1     Press Release dated February 28, 2014.

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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 28, 2014	By:	/s/ G MARC BAUMANN
		G Marc Baumann, Chief Financial Officer, Treasurer & President of Urban Operations

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

SP Plus Corporation Hires Vance C. Johnston For CFO Role;

G Marc Baumann to Become President and COO

Effective Upon Completion of 2013 SEC Filings

February 28, 2014 (CHICAGO) — SP Plus Corporation [Nasdaq: SP], a leading provider of parking, ground transportation and related products and services to commercial, institutional and municipal clients throughout North America, announced that Vance C. Johnston will join the Company on March 3, 2014 as Executive Vice President of Finance.  Effective on the first business day following the Company’s filing of its annual report on Form 10-K for 2013 with the SEC in mid-March, Mr. Johnston will assume the positions of Executive Vice President, Chief Financial Officer and Treasurer.

Upon Mr. Johnston’s assumption of his duties as CFO, G Marc Baumann, who currently serves as Chief Financial Officer, Treasurer and President of Urban Operations, will become President and Chief Operating Officer of the Company.  James A. Wilhelm, the Company’s current President and Chief Executive Officer, will continue in his role as CEO.  Mr. Johnston and Mr. Baumann will then both report to Mr. Wilhelm.

Mr. Wilhelm stated, “We’re delighted that Vance will be joining our team. The breadth and depth of his previous experience make him a wonderful fit for our CFO role. This is an important step in completing our planned transition for Marc Baumann from the financial to the operating side of our business.  At the same time, we’re confident that Vance’s perspective and expertise will add important insight and guidance as we focus on continuing business growth.”

Mr. Johnston most recently served as Chief Financial Officer and Senior Vice President of Furniture Brands International, Inc.  Prior to Furniture Brands, he was Chief Financial Officer for Miami Jewish Health Systems and Vice President, Corporate Strategy at Royal Caribbean Cruises, Ltd.  Mr. Johnston has also held various positions in strategy, finance and operations at OfficeMax and Burger King.  He began his career at KPMG and is a Certified Public Accountant. Mr. Johnston holds an MBA degree from the University of Chicago’s Booth School of Management.

About SP+

SP+ provides professional parking, ground transportation, facility maintenance, security and event logistics services to property owners and managers in all markets of the real estate industry. We are operations specialists who link innovation with exceptional market-based expertise delivered through nine operating divisions, each of which focuses exclusively on a single market. SP+ has more than 23,000 employees.

Our Standard Parking and Central Parking brands operate more than 4,200 parking facilities with over 2.1 million parking spaces in hundreds of cities across North America, including parking-related and shuttle bus operations serving more than 75 airports. USA Parking System, a wholly-owned subsidiary, 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.

SP+ operates a bus fleet that transports more than 34 million passengers annually, provides facility maintenance services in dozens of U.S. cities, and offers licensed security services in six states and select Canadian provinces. We also provide a wide range of event logistics services, both for individual special events — such as the Olympic Games, the Super Bowl and the NCAA Final Four — and on a year-round basis for large event venues such as Dodger Stadium in LA and MetLife Stadium in New Jersey.

Visit us at www.spplus.com .

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CONTACT:

Michael K. Wolf

Executive Vice President and CAO

(312) 274-2070

mwolf@spplus.com