Insperity Agrees to Add Two New Directors to Board
Starboard Agrees to Support Company's Nominees at Annual Meeting
HOUSTON--(BUSINESS WIRE)--May 19, 2016--
Insperity, Inc. (NYSE: NSP), a leading provider of human resources and
business performance solutions for America's best businesses, today
announced that its Board of Directors has reached an agreement with
Starboard Value LP (together with its affiliates, "Starboard"), its
largest stockholder, in advance of the Company's 2016 annual meeting of
Under the terms of the agreement, the Board agreed to appoint John
Morphy, who was previously nominated by Starboard, as a Class III
director, and to use its reasonable best efforts to hold the 2016 annual
meeting on or before July 8, 2016. The Board carefully reviewed Mr.
Morphy's qualifications and concluded that his skills, experience and
capabilities would be beneficial to the Board. In addition, the Board
will promptly commence a search for an additional independent director.
The search will be conducted by the Board's Nominating and Corporate
Governance Committee (the "NCGC"), which will retain a
nationally-recognized, independent search firm to assist in identifying
and evaluating an additional independent director candidate and may also
consider nominees proposed by current directors. This additional
director will be appointed to the Board upon approval of a majority of
both the NCGC and the Board. Finally, the agreement calls for certain
changes to the composition of the standing committees of the Board.
Starboard has agreed to vote all of its shares in favor of Mr. Morphy
and the Company's incumbent Class III directors, Richard Rawson,
President, and Michael Brown, who are seeking reelection at the 2016
annual stockholder meeting. Starboard also agreed to customary
standstill provisions under the agreement.
"We are pleased to reach an agreement that brings new perspectives to
the Board and allows for management’s continued execution of our
strategic plan," said Paul J. Sarvadi, chairman and chief executive
officer. "Our recent record first quarter results illustrate the success
of the Company's strategy to optimize our salesforce, service team and
portfolio of solutions, and we look forward to working with the Board to
enhance growth, profitability and shareholder returns going forward."
"The addition of two new directors, including Mr. Morphy, who brings
more than 20 years of financial leadership experience including 15 years
as the CFO of Paychex, will provide additional insights and expertise as
the company continues to execute its strategy focused on profitable
growth," said Peter Feld, Managing Member, Portfolio Manager and Head of
Research of Starboard Value LP. "We continue to see significant value in
the company’s premium service offerings and competitive advantage, and
we are pleased to have reached this agreement, which we believe will
further strengthen the Board of Insperity."
The complete settlement agreement will be filed on Form 8-K with the
Securities and Exchange Commission.
John Morphy previously served as Senior Vice President, Chief Financial
Officer, Secretary and Treasurer of Paychex, Inc. (NASDAQ: PAYX), a
leading provider of payroll, human resource, and benefits outsourcing
solutions for small to medium-sized businesses ("Paychex"), from October
1996 until June 2011, at which time he was appointed Vice President of
Finance at Paychex until he retired in January 2012. As CFO of Paychex,
Mr. Morphy reported directly to the CEO and was responsible for all
finance, legal, shareholder relations, purchasing, and real estate and
travel functions. Prior to joining Paychex in 1995, he served as the
Chief Financial Officer of Goulds Pumps, Inc. ("Goulds"), a then
publicly traded global manufacturer of pumps for the industrial,
commercial and water supply markets, from 1985 to 1993 and as group Vice
President over industrial products at Goulds through 1995. From 1976 to
1985, Mr. Morphy was Vice President and Controller for Computer
Consoles, Inc., and before that he was an accountant at Arthur Andersen
& Company, an accounting firm. Mr. Morphy also previously served as a
director of Inforte Corp., a then publicly traded customer and demand
management consultancy, from April 2003 to August 2004. He earned his
Bachelor of Science in Accounting from LeMoyne College and his Certified
Public Accountant certificate in 1973.
Insperity, a trusted advisor to America's best businesses for more than
30 years, provides an array of human resources and business solutions
designed to help improve business performance. Insperity® Business
Performance Advisors offer the most comprehensive suite of products and
services available in the marketplace. Insperity delivers administrative
relief, better benefits, reduced liabilities and a systematic way to
improve productivity through its premier Workforce Optimization®
solution. Additional company offerings include Human Capital Management,
Payroll Software, Time and Attendance, Performance Management,
Organizational Planning, Recruiting Services, Employment Screening,
Financial Services, Expense Management, Retirement Services and
Insurance Services. Insperity business performance solutions support
more than 100,000 businesses with over 2 million employees. With 2015
revenues of $2.6 billion, Insperity operates in 60 offices throughout
the United States. For more information, visit http://www.insperity.com.
About Starboard Value LP
Starboard Value LP is a New York-based investment adviser with a focused
and fundamental approach to investing in publicly traded U.S. companies.
Starboard invests in deeply undervalued companies and actively engages
with management teams and boards of directors to identify and execute on
opportunities to unlock value for the benefit of all shareholders.
The statements contained herein that are not historical facts are
forward-looking statements within the meaning of the federal securities
laws (Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). You can identify such
forward-looking statements by the words "expects," "intends," "plans,"
"projects," "believes," "estimates," "likely," "possibly," "probably,"
"goal," "opportunity," "objective," "target," "assume," "outlook,"
"guidance," "predicts," "appears," "indicator" and similar expressions.
Forward-looking statements involve a number of risks and uncertainties.
In the normal course of business, Insperity, Inc., in an effort to help
keep our stockholders and the public informed about our operations, may
from time to time issue such forward-looking statements, either orally
or in writing. Generally, these statements relate to business plans or
strategies, projected or anticipated benefits or other consequences of
such plans or strategies, or projections involving anticipated revenues,
earnings, unit growth, profit per worksite employee, pricing, operating
expenses or other aspects of operating results. We base the
forward-looking statements on our expectations, estimates and
projections at the time such statements are made. These statements are
not guarantees of future performance and involve risks and uncertainties
that we cannot predict. In addition, we have based many of
these forward-looking statements on assumptions about future events that
may prove to be inaccurate. Therefore, the actual results of
the future events described in such forward-looking statements could
differ materially from those stated in such forward-looking statements.
Among the factors that could cause actual results to differ materially
are: (i) adverse economic conditions; (ii) regulatory and tax
developments and possible adverse application of various federal, state
and local regulations; (iii) the ability to secure competitive
replacement contracts for health insurance and workers' compensation
insurance at expiration of current contracts; (iv) cancellation of
client contracts on short notice, or the inability to renew client
contracts or attract new clients; (v) vulnerability to regional economic
factors because of our geographic market concentration; (vi) increases
in health insurance costs and workers' compensation rates and underlying
claims trends, health care reform, financial solvency of workers'
compensation carriers, other insurers or financial institutions, state
unemployment tax rates, liabilities for employee and client actions or
payroll-related claims; (vii) failure to manage growth of our operations
and the effectiveness of our sales and marketing efforts; (viii) the
impact of the competitive environment in the PEO industry on our growth
and/or profitability; (ix) our liability for worksite employee payroll,
payroll taxes and benefits costs; (x) our liability for disclosure of
sensitive or private information; (xi) our ability to integrate or
realize expected returns on our acquisitions; (xii) failure of our
information technology systems; (xiii) an adverse final judgment or
settlement of claims against Insperity; and (xiv) disruptions to our
business resulting from the actions of certain stockholders. These
factors are discussed in further detail in Insperity's filings with
the U.S. Securities and Exchange Commission. Any of these factors, or a
combination of such factors, could materially affect the results of our
operations and whether forward-looking statements we make ultimately
prove to be accurate.
Except to the extent otherwise required by federal securities law, we
do not undertake any obligation to update our forward-looking statements
to reflect events or circumstances after the date they are made or to
reflect the occurrence of unanticipated events.
Important Additional Information
Insperity, its directors and certain of its executive officers and
employees may be deemed to be participants in the solicitation of
proxies from Insperity stockholders in connection with the matters to be
considered at Insperity's 2016 annual meeting. Insperity plans to file a
proxy statement and proxy card with the U.S. Securities and Exchange
Commission (the "SEC") in connection with the 2016 annual meeting.
INSPERITY STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE 2016 PROXY
STATEMENT AND ACCOMPANYING PROXY CARD (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy statement
and other materials to be filed with the SEC in connection with the 2016
annual meeting. Stockholders will be able to obtain the proxy statement,
any amendments or supplements to the proxy statement and other documents
filed by Insperity with the SEC for no charge at the SEC's website at www.sec.gov.
Copies will also be available at no charge at the Investor Relations
section of our corporate website at http://www.insperity.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160519005680/en/
Source: Insperity, Inc.
Douglas S. Sharp, (281) 348-3232
President of Finance,
Chief Financial Officer and Treasurer