Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: The following table provides information about purchases by Insperity during the three months ended March 31, 2020 of equity securities that are registered by Insperity pursuant to Section 12 of the Exchange Act:
+Added: The following table provides information about purchases by Insperity during the three months ended June 30, 2020 of equity securities that are registered by Insperity pursuant to Section 12 of the Exchange Act:
Total Number of Shares Purchased (1)(2)
−Removed: Average Price Paid per Share
−Removed: Total Number of Shares Purchased Under Announced Program (2)
+Added: Average Price Paid per Share Total Number of Shares Purchased Under Announced Program (2)
Maximum Number of Shares Available for Purchase under Announced Program (2)
2 unchanged sentences
06/01/2020 – 06/30/2020 163 61.50 — 685,833
+Added: Total 579 $ 46.05 —
____________________________________
−Removed: During the three months ended March 31, 2020 , 150,305 shares of stock were withheld to satisfy tax-withholding obligations arising in conjunction with the vesting of restricted stock and long term incentive compensation awards.
+Added: (1) During the three months ended June 30, 2020, 579 shares of stock were withheld to satisfy tax-withholding obligations arising in conjunction with the vesting of restricted stock, restricted stock units and long term incentive compensation awards.
The required withholding is calculated using the closing sales price reported by the New York Stock Exchange on the date prior to the applicable vesting date.
These shares are not subject to the repurchase program.
−Removed: Our Board of Directors (the “Board”) has approved a program to repurchase shares of our outstanding common stock, including an additional 1,000,000 shares authorized for repurchase in February 2020.
−Removed: As of March 31, 2020 , we were authorized to repurchase an additional 685,833 shares under the program.
+Added: (2) As of June 30, 2020, we were authorized to repurchase an additional 685,833 shares under the program.
Unless terminated earlier by resolution of the Board, the repurchase program will expire when we have repurchased all shares authorized for repurchase under the repurchase program.
−Removed: Insperity | 2020 First Quarter Form 10-Q
+Added: Insperity | 2020 Second Quarter Form 10-Q 36
OTHER INFORMATION
−Removed: Letter Agreement by and between Insperity Holdings, Inc.
−Removed: and United Healthcare Insurance company entered into as of February 7, 2020.
−Removed: Insperity, Inc.
−Removed: Executive Severance Plan, effective as of December 30, 2019 (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K filed on January 3, 2020).
−Removed: Form of Participation Agreement to Insperity, Inc.
−Removed: Executive Severance Plan (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed on January 3, 2020).
+Added: 3.1 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 29, 2018).
+Added: 3.2 Certificate of Designations of Series A Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2020).
+Added: 4.1 Rights Agreement dated as of May 21, 2020 between Insperity, Inc.
+Added: and Computershare Trust Company, N.A., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2020).
31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
2 unchanged sentences
32.2 ** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 101.INS * Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: 101.SCH * Inline XBRL Taxonomy Extension Schema Document.
+Added: 101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.DEF * Inline XBRL Extension Definition Linkbase Document.
+Added: 101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: 101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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−Removed: Management contract or compensatory plan or arrangement
−Removed: Certain portions of the exhibit have been omitted pursuant to Rule 601(b)(10) of Regulation S-K.
−Removed: The omitted information is (i) not material and (ii) would likely cause competitive hard to the Company if publicly disclosed.
Filed with this report.
Furnished with this report.
−Removed: Insperity | 2020 First Quarter Form 10-Q
+Added: Insperity | 2020 Second Quarter Form 10-Q 37
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 thereunto duly authorized.
INSPERITY, INC.
+Added: August 3, 2020 By:
/s/ Douglas S.
2 unchanged sentences
(Principal Financial Officer)
−Removed: Insperity | 2020 First Quarter Form 10-Q
+Added: Insperity | 2020 Second Quarter Form 10-Q 38
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.