– USA, TX – 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, its largest stockholder, in advance of the Company’s 2016 annual meeting of stockholders.
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, 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.”
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, 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.
About Insperity
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.
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.
- Disclaimer - News, data, and statements included in this release are intended exclusively for general information purposes. Talent4Boards does not guarantee that news is accurate or about the correct person and accepts neither liability for the consequences of the reader’s reliance, nor responsibility for the accuracy of the information. Nothing in this release should be considered for decisions about referred securities. Products and brand names may be trademarks or registered trademarks of their respective owners.
