Item 5. Other Information
Item 5. Other Information
Trading Plans
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).
Credit Facility Amendment
On April 26 2024, we entered into the Sixth Amendment to Amended and Restated Credit Agreement (the “Sixth Amendment”) with Zions Bancorporation, N.A. dba Amegy Bank, as administrative agent, and certain financial institutions, as lenders. 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. through 2025.
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.
Insperity | 2024 First Quarter Form 10-Q
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OTHER INFORMATION
Item 6. Exhibits
Exhibit No Exhibit
10.1 *
S ixth Amendment to the Amended and Restated Credit Agreement dated April 26 , 2024.
10.2 †
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) .
10.3 †
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. 6 to the Registrant’s Form 10-K filed on February 9 , 2024) .
10.4 †
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. 7 to the Registrant’s Form 10-K filed on February 9 , 2024) .
10.5 †
Form of Employee Award Notice and Agreement under LTIP granted on or after January 29, 2024 (incorporated by reference to Exhibit 10. 9 to the Registrant’s Form 10-K filed on February 9 , 2024) .
10.6 †
Insperity, Inc. 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.
31.2 * Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 ** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 ** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.
101.SCH * Inline XBRL Taxonomy Extension Schema Document.
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF * Inline XBRL Extension Definition Linkbase Document.
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded with the Inline XBRL document).
____________________________________
† Management contract or compensatory plan or arrangement
* Filed with this report.
** Furnished with this report.
Insperity | 2024 First Quarter Form 10-Q
33
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 thereunto duly authorized.
INSPERITY, INC.
Date: May 1, 2024 By: /s/ Douglas S. Sharp
Douglas S. Sharp
Executive Vice President of Finance,
Chief Financial Officer & Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
Insperity | 2024 First Quarter Form 10-Q
34
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.