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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): April 4, 2024 (April 1, 2024)
Insperity, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 1-13998 | | 76-0479645 |
| (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
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value per share | NSP | New York Stock Exchange |
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.
On October 31, 2023, Insperity, Inc. (the “Company”) announced the retirement of Daniel D. Herink, Executive Vice President of Legal, General Counsel and Secretary. On April 1, 2024, the Company and Mr. Herink entered into a consulting agreement. Under the consulting agreement, Mr. Herink will be reasonably available to consult on the continued transition of his responsibilities and to provide legal advice, business advice, and other advisory services; receive $10,000 per month compensation; receive continued vesting of his unvested restricted stock units granted in February 2022 and February 2023; and, until the end of twenty-four months following the expiration or termination of the consulting agreement, agree not to engage in business activities that compete with the Company’s operations and not to solicit employees of the Company. A copy of the consulting agreement is attached as Exhibit 10.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits
(d)Exhibits
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.
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| INSPERITY, INC. |
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| By: | /s/ Christian P. Callens |
| Christian P. Callens |
| Senior Vice President of Legal,
General Counsel and Secretary |
Date: April 4, 2024