Page 18 of 26 SEC Filing (f) Messrs. Smith, Mitchell, Feld, Morphy and Shea are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein. Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended to add the following: The 1,120 Shares directly owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On March 12, 2016, Starboard V&O Fund, an affiliate of Starboard Value LP, delivered a letter (the “Nomination Letter”) to the Issuer nominating John Morphy and Michael F. Shea (the “Nominees”) as director candidates for election to the Board at the Issuer’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”). Previously, on March 21, 2015, Starboard Value LP and its affiliates (collectively, “Starboard”) and the Issuer reached an agreement pursuant to which, among other things, three independent directors recommended by Starboard were appointed to the Board, including Starboard Managing Member Peter Feld. Starboard believes the Issuer has made progress over the past year, but that the Issuer remains undervalued and that additional opportunities remain to improve the Issuer’s operations and corporate governance. Starboard believes that the Board can be further improved with directors who have direct industry experience in the HR outsourcing industry. To that end, Starboard has nominated two highly qualified, independent director candidates who have direct industry experience in the HR outsourcing industry. Both of Starboard’s Nominees have relevant financial and operational experience having served as senior executives of successful HR outsourcing companies. Starboard has engaged, and remains open to continuing to engage, with the Board and management to reach a mutually agreeable resolution that would avoid the need for an election contest at the 2016 Annual Meeting. To date, the Issuer has rejected Starboard’s settlement proposals, and Starboard believes that the Issuer’s counterproposals have been inadequate. Starboard’s independent, highly qualified director candidates include: John Morphy is currently an Independent Consultant and has been providing consulting services since January 2012. He 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 (“Paychex”), 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 that was later acquired by ITT Industries, from 1985 to 1993 and as group Vice President over industrial products at Goulds through 1995. Previously, Mr. Morphy was Vice President and Controller for Computer Consoles, Inc., a then publicly traded independent company manufacturing equipment for the telecommunications and office automation markets, from 1976 to 1985. From 1969 to 1976, he was at Arthur Andersen & Company, an accounting firm, as Assistant Accountant, Senior Accountant and Manager. 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 was also previously a Member of the NASDAQ Issuers and Affairs Committee and the Le Moyne College Board of Regents. He earned his Bachelor of Science in Accounting from LeMoyne College and his Certified Public Accountant certificate in 1973. Follow Insperity Inc. (NYSE:NSP)
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(f) Messrs. Smith, Mitchell, Feld, Morphy and Shea are citizens of the United States of America. The citizenship of the persons listed on Schedule A to the Schedule 13D is set forth therein.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended to add the following:
The 1,120 Shares directly owned by Mr. Feld were granted to Mr. Feld by the Issuer in his capacity as a director of the Issuer.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 12, 2016, Starboard V&O Fund, an affiliate of Starboard Value LP, delivered a letter (the “Nomination Letter”) to the Issuer nominating John Morphy and Michael F. Shea (the “Nominees”) as director candidates for election to the Board at the Issuer’s 2016 annual meeting of stockholders (the “2016 Annual Meeting”).
Previously, on March 21, 2015, Starboard Value LP and its affiliates (collectively, “Starboard”) and the Issuer reached an agreement pursuant to which, among other things, three independent directors recommended by Starboard were appointed to the Board, including Starboard Managing Member Peter Feld.
Starboard believes the Issuer has made progress over the past year, but that the Issuer remains undervalued and that additional opportunities remain to improve the Issuer’s operations and corporate governance. Starboard believes that the Board can be further improved with directors who have direct industry experience in the HR outsourcing industry.
To that end, Starboard has nominated two highly qualified, independent director candidates who have direct industry experience in the HR outsourcing industry. Both of Starboard’s Nominees have relevant financial and operational experience having served as senior executives of successful HR outsourcing companies.
Starboard has engaged, and remains open to continuing to engage, with the Board and management to reach a mutually agreeable resolution that would avoid the need for an election contest at the 2016 Annual Meeting. To date, the Issuer has rejected Starboard’s settlement proposals, and Starboard believes that the Issuer’s counterproposals have been inadequate.
Starboard’s independent, highly qualified director candidates include:
John Morphy is currently an Independent Consultant and has been providing consulting services since January 2012. He 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 (“Paychex”), 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 that was later acquired by ITT Industries, from 1985 to 1993 and as group Vice President over industrial products at Goulds through 1995. Previously, Mr. Morphy was Vice President and Controller for Computer Consoles, Inc., a then publicly traded independent company manufacturing equipment for the telecommunications and office automation markets, from 1976 to 1985. From 1969 to 1976, he was at Arthur Andersen & Company, an accounting firm, as Assistant Accountant, Senior Accountant and Manager. 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 was also previously a Member of the NASDAQ Issuers and Affairs Committee and the Le Moyne College Board of Regents. He earned his Bachelor of Science in Accounting from LeMoyne College and his Certified Public Accountant certificate in 1973.
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