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Insperity (NSP) investors approve larger incentive plan and elect directors

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Insperity, Inc. reported results of its 2026 annual stockholder meeting and an update to its equity compensation plan. Stockholders elected four Class I directors to terms expiring at the 2029 annual meeting and approved, on an advisory basis, the company’s executive compensation program.

Stockholders also approved the Second Amendment to the Insperity, Inc. Incentive Plan, which increases the number of shares of common stock reserved for issuance under the plan by 1,620,000 shares. In addition, Ernst & Young LLP was ratified as the independent registered public accounting firm for the year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive Plan share increase 1,620,000 shares Additional common shares reserved under Incentive Plan Second Amendment
Say-on-pay votes for 30,946,800 votes Advisory approval of executive compensation at 2026 annual meeting
Incentive Plan amendment votes for 30,285,794 votes Approval of Second Amendment to Insperity, Inc. Incentive Plan
Auditor ratification votes for 33,873,189 votes Ratification of Ernst & Young LLP for year ending December 31, 2026
Votes for W. Philip Wilmington 32,433,930 votes Election as Class I director, term expiring at 2029 annual meeting
Broker non-votes on say-on-pay 2,997,649 votes Broker non-votes for advisory executive compensation proposal
Incentive Plan financial
"the Insperity, Inc. Incentive Plan, as amended and restated effective May 22, 2023"
Second Amendment financial
"the stockholders of the Company approved the Second Amendment to the Insperity, Inc. Incentive Plan"
A second amendment is the second formal change made to a company’s legal agreement or contract—such as a loan, lease, shareholder pact, or merger document—and updates the rules that govern that relationship. For investors, it matters because these changes can alter payment terms, deadlines, rights or protections (like who controls decisions or how much debt a company can take), which can affect a company’s risk, cash flow and value; think of it as the second revised rulebook that stakeholders must follow.
advisory vote regulatory
"To cast an advisory vote to approve the Company's executive compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
broker non-votes regulatory
"For 30,946,800 Against 1,880,665 Abstain 57,716 Broker Non-Votes 2,997,649"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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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 18, 2026

Insperity, Inc.
(Exact name of registrant as specified in its charter)
Delaware1-1399876-0479645
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
19001 Crescent Springs Drive
Kingwood, Texas 77339
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (281) 358-8986
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTicker symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per shareNSPNew York Stock Exchange
NYSE Texas
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 Arrangement of Certain Officers.

On May 18, 2026, as described in Item 5.07 below, the stockholders of the Company approved the Second Amendment (“Second Amendment”) to the Insperity, Inc. Incentive Plan, as amended and restated effective May 22, 2023, and as further amended effective May 20, 2025 (the “Plan”). All employees of the Company and its subsidiaries, including its executive officers, and non-employee directors of the Company are eligible for awards under the Plan. The Second Amendment amended the Plan to increase the number of shares of the Company’s common stock reserved for issuance under the Plan by 1,620,000 shares.

For additional information regarding the Second Amendment, please see the summary of the Second Amendment included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2026 (the “Proxy Statement”) under “Proposal Number 3: Approval of the Second Amendment to the Insperity, Inc. Incentive Plan,” which summary is incorporated herein by reference. The summary does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.

    On May 18, 2026, the Company held its 2026 Annual Meeting at its corporate headquarters in Kingwood, Texas. The results of the matters submitted to a vote of the stockholders at the 2026 Annual Meeting were as follows:

(i)To elect the persons named below as Class I directors for a term expiring at the 2029 annual meeting of stockholders:
DirectorForAgainstAbstainBroker Non-Votes
Timothy T. Clifford
31,074,382 1,797,101 13,699 2,997,649 
Ellen H. Masterson
31,649,849 821,610 413,723 2,997,649 
Latha Ramchand
32,120,159 749,697 15,326 2,997,649 
W. Philip Wilmington
32,433,930 436,683 14,569 2,997,649 

(ii)To cast an advisory vote to approve the Company's executive compensation:
ForAgainstAbstainBroker Non-Votes
30,946,800 1,880,665 57,716 2,997,649 

(iii)To approve the Second Amendment to the Insperity, Inc. Incentive Plan:
ForAgainstAbstainBroker Non-Votes
30,285,794 2,536,874 62,513 2,997,649 

(iv)To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026:
ForAgainstAbstain
33,873,189 1,986,519 23,123 

Item 9.01. Financial Statements and Exhibits

(d)Exhibits
NumberExhibit
10.1 
Second Amendment to the Insperity, Inc. Incentive Plan.
104 Cover Page Interactive Data File - the cover page XBRL tags are 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.
INSPERITY, INC.
By:/s/ Christian P. Callens
Christian P. Callens
Senior Vice President of Legal,
General Counsel and Secretary

Date: May 20, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Insperity (NSP) stockholders approve at the 2026 annual meeting?

Insperity stockholders elected four Class I directors, approved the Second Amendment to the Incentive Plan, supported executive compensation in an advisory vote, and ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

How many additional shares did Insperity (NSP) reserve under its Incentive Plan?

The Second Amendment to the Insperity, Inc. Incentive Plan increased the number of shares of the company’s common stock reserved for issuance under the plan by 1,620,000 shares, expanding the pool available for employee and director equity awards.

Were Insperity (NSP) executives’ pay practices supported by stockholders?

Yes. Stockholders cast an advisory vote to approve Insperity’s executive compensation, with 30,946,800 votes for, 1,880,665 against, and 57,716 abstentions, plus 2,997,649 broker non-votes recorded on the say-on-pay proposal.

Which directors were elected at Insperity’s 2026 annual meeting?

Timothy T. Clifford, Ellen H. Masterson, Latha Ramchand, and W. Philip Wilmington were elected as Class I directors, each for a term expiring at the 2029 annual meeting of stockholders, receiving strong majority support in the shareholder vote tallies.

Which audit firm will serve Insperity (NSP) for the 2026 fiscal year?

Stockholders ratified Ernst & Young LLP as Insperity’s independent registered public accounting firm for the year ending December 31, 2026, with 33,873,189 votes for, 1,986,519 against, and 23,123 abstentions on the ratification proposal.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

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