Other Information
−Removed: Departure of Directors or Certain Officers;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers.
−Removed: We are announcing that Daniel D.
−Removed: Herink, Executive Vice President of Legal, General Counsel, and Secretary intends to retire from the company.
−Removed: Herink will voluntarily resign his officer positions effective as of the end of the day on December 31, 2023.
−Removed: To support the transition of his duties and responsibilities to his successor, Mr.
−Removed: Herink will continue his employment with Insperity as executive counsel until his retirement on March 31, 2024.
−Removed: Herink will continue to receive the same compensation until his retirement.
−Removed: Herink first joined Insperity in 2000 and has served as general counsel since 2007.
−Removed: Succeeding Mr.
−Removed: Herink as General Counsel will be Christian P.
−Removed: Callens joined Insperity in January 2014 as Managing Counsel and was named Deputy General Counsel in September 2022.
−Removed: Prior to joining Insperity, Mr.
−Removed: Callens was counsel in the corporate practice at Skadden, Arps, Slate, Meagher & Flom LLP and also previously held an executive position at a technology company.
−Removed: He received a Bachelor of Arts degree from The University of Texas at Austin and a Juris Doctor degree from Tulane University.
Trading Plans
−Removed: During the third quarter of 2023 , none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
−Removed: Insperity | 2023 Third Quarter Form 10-Q
+Added: During the first quarter of 2024 , none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
+Added: Credit Facility Amendment
+Added: On April 26 2024, we entered into the Sixth Amendment to Amended and Restated Credit Agreement (the “Sixth Amendment”) with Zions Bancorporation, N.A.
+Added: dba Amegy Bank, as administrative agent, and certain financial institutions, as lenders.
+Added: The Sixth Amendment amends the Company’s existing credit agreement, dated as of February 6, 2018 (as amended), to amend the definition of EBITDA to exclude certain expenses arising in connection with the Company’s strategic partnership with Workday, Inc.
+Added: through 2025.
+Added: The foregoing summary is qualified in its entirety by reference to the Sixth Amendment, a copy of which is filed as Exhibit 10.1 to this Form 10-Q and is incorporated in this Item 5 by reference.
+Added: Insperity | 2024 First Quarter Form 10-Q
OTHER INFORMATION
Exhibit No Exhibit
−Removed: 10.1 * Fifth Amendment to the Amended and Restated Credit Agreement dated September 28, 2023 .
+Added: S ixth Amendment to the Amended and Restated Credit Agreement dated April 26 , 2024.
+Added: Form of Restricted Stock Unit Agreement for awards granted to executive officers on or after January 29, 2024 (incorporated by ref ere nce to Exhibit 10.5 to the Registrant ’ s Form 10-K filed on February 9 , 2024) .
+Added: Form of Restricted Stock Unit Agreement for awards granted to certain senior personnel on or after January 29, 2024 (incorporated by reference to Exhibit 10.
+Added: 6 to the Registrant’s Form 10-K filed on February 9 , 2024) .
+Added: Form of Restricted Stock Unit Agreement for awards granted to certain other employees on or after January 29, 2024 (incorporated by reference to Exhibit 10.
+Added: 7 to the Registrant’s Form 10-K filed on February 9 , 2024) .
+Added: Form of Employee Award Notice and Agreement under LTIP granted on or after January 29, 2024 (incorporated by reference to Exhibit 10.
+Added: 9 to the Registrant’s Form 10-K filed on February 9 , 2024) .
+Added: Insperity, Inc.
+Added: Long-Term Incentive Program, as amended and restated January 29, 2024 (incorporated by reference to Exhibit 10.9 to the Registrant’s Form 10-K filed on February 9, 2024) .
31.1 * Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10 unchanged sentences
____________________________________
+Added: † Management contract or compensatory plan or arrangement
* Filed with this report.
** Furnished with this report.
−Removed: Insperity | 2023 Third Quarter Form 10-Q
+Added: Insperity | 2024 First Quarter Form 10-Q
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.
−Removed: October 31, 2023 By:
+Added: May 1, 2024 By:
/s/ Douglas S.
Executive Vice President of Finance,
−Removed: Chief Financial Officer and Treasurer
−Removed: (Principal Financial Officer)
−Removed: Insperity | 2023 Third Quarter Form 10-Q
+Added: Chief Financial Officer & Treasurer
+Added: (Principal Financial Officer and
+Added: Principal Accounting Officer)
+Added: Insperity | 2024 First Quarter Form 10-Q
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.