0001628280-17-003360.txt : 20170405 0001628280-17-003360.hdr.sgml : 20170405 20170405120035 ACCESSION NUMBER: 0001628280-17-003360 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170405 DATE AS OF CHANGE: 20170405 EFFECTIVENESS DATE: 20170405 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: 17741681 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 amendmentto2017proxystatem.htm AMENDMENT TO DEF 14A 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 x
Filed by a Party other than the Registrant o
Check the appropriate box:
o
Preliminary Proxy Statement
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o
Definitive Proxy Statement
x
Definitive Additional Materials
o
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)
 
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
(1)
Title of each class of securities to which transaction applies:
 
(2)
Aggregate number of securities to which transaction applies:
 
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
(4)
Proposed maximum aggregate value of transaction:
 
(5)
Total fee paid:
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
(1)
Amount Previously Paid:
 
(2)
Form, Schedule or Registration Statement No.:
 
(3)
Filing Party:
 
(4)
Date Filed:





Amendment to Proxy Statement

SP Plus Corporation (the “Company”) filed its 2017 Proxy Statement related to election of directors and other matters with the Securities and Exchange Commission on April 3, 2017 (the “Proxy Statement”). On page 13 of the Proxy Statement under the subtitle “Director Independence,” the Company inadvertently did not include Gordon H. Woodward in the list of director nominees determined by the Company’s Board of Directors to be classified as “independent.” The Board did in fact determine that Mr. Woodward is an “independent” director nominee. Accordingly, the sentence, revised by this amendment and incorporated by reference into the Proxy Statement, now reads as follows:

“Our Board has determined that each of the following director nominees is independent under the applicable NASDAQ listing rules and under our Corporate Governance Guidelines: Karen M. Garrison, Gregory A. Reid, Robert S. Roath, Wyman T. Roberts, Douglas R. Waggoner, and Jonathan P. Ward and Gordon H. Woodward.”

The amended sentence has been marked to show changes. The amended paragraph in its entirety now reads as follows:

“Our Board has determined that each of the following director nominees is independent under the applicable NASDAQ listing rules and under our Corporate Governance Guidelines: Karen M. Garrison, Gregory A. Reid, Robert S. Roath, Wyman T. Roberts, Douglas R. Waggoner, Jonathan P. Ward and Gordon H Woodward. Our Board determined that Mr. Baumann is not considered independent because he is our President and Chief Executive Officer.”