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NSP > SEC Filings for NSP > Form 8-K on 14-May-2014All Recent SEC Filings

Show all filings for INSPERITY, INC.

Form 8-K for INSPERITY, INC.


14-May-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote of Sec


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 11, 2014, Gregory E. Petsch informed Insperity, Inc. (the "Company") of his decision to retire from the board of directors of the Company (the "Board") and from the Nominating and Corporate Governance Committee and Compensation Committee, effective immediately. Mr. Petsch also withdrew his name from consideration for reelection to the Board. Mr. Petsch's retirement and his decision not to stand for reelection were not due to any disagreements with the Company on any matter related to its operation, policies or practices. Mr. Petsch has served on the Board since 2002.

The Board appointed director Carol R. Kaufman to replace Mr. Petsch as Lead Independent Director and Chair of the Nominating and Corporate Governance Committee.



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

On May 13, 2014, the Company held its annual meeting of stockholders (the "Annual Meeting") at its corporate headquarters in Kingwood, Texas. The results of the matters submitted to a vote of the stockholders at the Annual Meeting were as follows:

(i) To elect the persons named below as Class I directors for a term expiring at the annual meeting of stockholders in 2017 or until their respective successors have been duly elected and qualified:

     Director               For            Against       Abstain       Broker Non-Votes
     Michael W. Brown     17,131,787       6,214,649        6,043              1,063,480
     Eli Jones            16,882,992       6,463,444        6,043              1,063,480

The proposal to reelect Mr. Petsch, which was included in the Proxy Statement for the Annual Meeting, was not presented because, as disclosed in Item 5.02 of this Form 8-K, Mr. Petsch withdrew his name from consideration for reelection. If the proposal for Mr. Petsch's reelection had been presented, however, he would have been reelected to the Board. Computershare, our Inspector of Elections, has certified to us that Mr. Petsch received 16,924,455 votes for his reelection, 6,410,381 votes against, 17,643 abstentions and 1,063,480 broker non-votes.

(ii) To cast an advisory vote to approve the Company's executive compensation:

For Against Abstain Broker Non-Votes 17,447,286 5,880,978 24,215 1,063,480



(iii) To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014:

For Against Abstain Broker Non-Votes 24,084,069 326,407 5,483 0




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Insperity, Inc. on May 13, 2014.


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