Insperity (NSP) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 18, 2026, with four key proposals for shareholder action, including director elections, executive compensation, incentive plan amendment, and auditor ratification.

• Shareholders of record as of April 6, 2026, are eligible to vote; multiple voting methods are available.

• The company continues to invest in a new HRScale solution with Workday, aiming for long-term growth despite recent declines in adjusted EBITDA.

• Regular annual dividends were maintained at $2.40 per share in 2025, a record for the company.

Voting matters and shareholder proposals

• Proposal 1: Election of four Class I directors for terms expiring in 2029.

• Proposal 2: Advisory vote to approve executive compensation (say-on-pay).

• Proposal 3: Approval of the Second Amendment to the Incentive Plan, increasing shares reserved for issuance by 1,620,000.

• Proposal 4: Ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 members, with a mix of industry, financial, and leadership experience; three female directors and two from underrepresented groups.

• All directors except the CEO and a retired executive are considered independent.

• Committees: Finance, Risk Management & Audit; Compensation; Nominating & Corporate Governance; and a Commonality, Equality & Cohesion Board Liaison.

• Lead independent director role established; executive sessions held regularly.

• Stockholder engagement and communication channels are in place.