NSP Insperity Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO Rule 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

Rule 13d-2(a)

(Amendment No. )*

 

 

Insperity, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

45778Q107

(CUSIP Number)

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

JEFFREY KOCHIAN, ESQ.

AKIN GUMP STRAUSS HAUER & FELD LLP

One Bryant Park

New York, New York 10036

(212) 872-8069

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 8, 2015

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   STARBOARD VALUE LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   3,335,976
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   3,335,976
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,335,976 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.2% (2)
14		TYPE OF REPORTING PERSON   PN

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   1,986,958
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   1,986,958
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,986,958 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.8% (2)
14		TYPE OF REPORTING PERSON   CO

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   STARBOARD VALUE AND OPPORTUNITY S LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   444,820
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   444,820
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   444,820 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   1.8% (2)
14		TYPE OF REPORTING PERSON   OO

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   STARBOARD VALUE AND OPPORTUNITY C LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   241,324
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   241,324
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   241,324 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1% (2)
14		TYPE OF REPORTING PERSON   PN

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   STARBOARD VALUE R LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   241,324
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   241,324
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   241,324 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1% (2)
14		TYPE OF REPORTING PERSON   PN

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   STARBOARD VALUE R GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   241,324
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   241,324
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   241,324 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1% (2)
14		TYPE OF REPORTING PERSON   OO

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   STARBOARD VALUE GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   3,335,976
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   3,335,976
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,335,976 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.2% (2)
14		TYPE OF REPORTING PERSON   OO

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   STARBOARD PRINCIPAL CO LP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   3,335,976
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   3,335,976
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,335,976 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.2% (2)
14		TYPE OF REPORTING PERSON   PN

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   STARBOARD PRINCIPAL CO GP LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   3,335,976
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   3,335,976
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,335,976 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.2% (2)
14		TYPE OF REPORTING PERSON   OO

 

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

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CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   JEFFREY C. SMITH
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   - 0 -
				8		SHARED VOTING POWER   3,335,976
				9		SOLE DISPOSITIVE POWER   - 0 -
				10		SHARED DISPOSITIVE POWER   3,335,976
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,335,976 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.2% (2)
14		TYPE OF REPORTING PERSON   IN

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

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CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   MARK R. MITCHELL
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   - 0 -
				8		SHARED VOTING POWER   3,335,976
				9		SOLE DISPOSITIVE POWER   - 0 -
				10		SHARED DISPOSITIVE POWER   3,335,976
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,335,976 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.2% (2)
14		TYPE OF REPORTING PERSON   IN

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

---

CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   PETER A. FELD
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   - 0 -
				8		SHARED VOTING POWER   3,335,976
				9		SOLE DISPOSITIVE POWER   - 0 -
				10		SHARED DISPOSITIVE POWER   3,335,976
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,335,976 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   13.2% (2)
14		TYPE OF REPORTING PERSON   IN

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

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CUSIP NO. 45778Q107

 

1		NAME OF REPORTING PERSON   KENNETH H. TRAUB
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS   PF
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   4,000
				8		SHARED VOTING POWER   - 0 -
				9		SOLE DISPOSITIVE POWER   4,000
				10		SHARED DISPOSITIVE POWER   - 0 -
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   4,000 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   Less than 1% (2)
14		TYPE OF REPORTING PERSON   IN

 

(1)	Each of the Reporting Persons (as defined in Item 2 below) is a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own 3,339,976 shares of common stock.

(2)	Based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

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The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”). Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 1.

Security and Issuer.

This statement relates to the common stock, par value $0.01 per share (the “Shares”), of Insperity, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 19001 Crescent Springs Drive, Kingwood, TX 77339.

 

Item 2.

Identity and Background.

 

(a)

This statement is filed by:

 

(i)

Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;

 

(ii)

Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;

 

(iii)

Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;

 

(iv)

Starboard Value R LP (“Starboard R LP”), a Delaware limited partnership, as the general partner of Starboard C LP;

 

(v)

Starboard Value R GP LLC (“Starboard R GP”), a Delaware limited liability company, as the general partner of Starboard R LP;

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(vi)

Starboard Value LP (“Starboard Value LP”), a Delaware limited partnership, as the investment manager of Starboard V&O Fund, Starboard C LP and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;

 

(vii)

Starboard Value GP LLC (“Starboard Value GP”), a Delaware limited liability company, as the general partner of Starboard Value LP;

 

(viii)

Starboard Principal Co LP (“Principal Co”), a Delaware limited partnership, as a member of Starboard Value GP;

 

(ix)

Starboard Principal Co GP LLC (“Principal GP”), a Delaware limited liability company, as the general partner of Principal Co;

 

(x)

Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;

 

(xi)

Mark R. Mitchell, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP;

 

(xii)

Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP; and

 

(xiii)

Kenneth H. Traub, who is party to the Group Agreement with the other Reporting Persons, as further described in Item 6 below.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Starboard S LLC, Starboard C LP, Starboard R LP, Starboard R GP, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP, and Messrs. Smith, Mitchell and Feld is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of Starboard V&O Fund is 89 Nexus Way, Camana Bay, PO Box 31106, Grand Cayman KY1-1205, Cayman Islands. The officers and directors of Starboard V&O Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The principal business address of Mr. Traub is c/o Ethos Management LLC, 90 Nassau Street, Suite 500, Princeton, NJ 08542.

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(c) The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC and Starboard C LP have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard R GP serves as the general partner of Starboard R LP. Messrs. Smith, Mitchell and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The principal occupation of Mr. Traub is serving as President and Chief Executive Officer of Ethos Management LLC, which specializes in investing in and advising undervalued companies to execute strategies to build and unlock shareholder value.

(d) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Smith, Mitchell, Feld and Traub are citizens of the United States of America. The citizenship of the persons listed on Schedule A is set forth therein. The place of organization of each of the Reporting Persons other than Messrs. Smith, Mitchell, Feld, Traub and the persons listed on Schedule A is included in Item 2(a) above and is incorporated herein by reference.

 

Item 3.

Source and Amount of Funds or Other Consideration.

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC and Starboard C LP and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 1,986,958 Shares beneficially owned by Starboard V&O Fund is approximately $67,053,381, excluding brokerage commissions. The aggregate purchase price of the 444,820 Shares beneficially owned by Starboard S LLC is approximately $15,010,507, excluding brokerage commissions. The aggregate purchase price of the 241,324 Shares beneficially owned by Starboard C LP is approximately $8,142,287, excluding brokerage commissions. The aggregate purchase price of the 662,874 Shares held in the Starboard Value LP Account is approximately $22,386,952, excluding brokerage commissions.

The 4,000 Shares owned directly by Mr. Traub were purchased in the open market with personal funds. The aggregate purchase price of the 4,000 Shares owned directly by Mr. Traub is approximately $143,200.00, excluding brokerage commissions.

---

Item 4.

Purpose of Transaction.

January 20, 2015, Starboard Value LP delivered a letter (the “Letter”) to the Issuer’s Chairman and Chief Executive Officer, Paul J. Sarvadi, and its Board of Directors (the “Board”). In the Letter, Starboard Value LP stated its view that the Issuer is deeply undervalued and that a number of opportunities exist to create significant value for shareholders based on actions within the control of management and the Board. Starboard Value LP in the Letter outlines a broad plan to improve the Issuer’s performance, detailing action that management should take to improve execution, reduce operating expenses, improve capital allocation, improve corporate governance, and explore all available alternatives to maximize shareholder value. The Letter states that Starboard Value LP believes that the Issuer can improve its operating margins through a combination of reducing excessive corporate overhead expenses (including selling its two large corporate jets), and more efficiently allocating advertising expenses (including shifting advertising away from expensive television advertising, golf tournaments, and other golf and sports-related marketing). Further, Starboard Value LP suggests in the Letter that the Issuer should consider share repurchases and explore a potential sale of the Issuer to either a financial or strategic buyer. In addition, the Letter details several corporate governance policies of the Issuer that Starboard Value LP believes are in need of improvement, including excessive executive compensation, numerous related-party transactions, the lack of an independent chairman, a staggered Board, and the existence of a “Poison Pill.” Starboard Value LP states in the Letter that it looks forward to discussing all of the points outlined in the Letter in more detail with Mr. Sarvadi and the Board.

The foregoing description of the Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter, which is filed as Exhibit 99.1, and is incorporated herein by reference.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based on 25,332,418 shares of common stock outstanding as of October 27, 2014, as reported in the Issuer’s Form 10-Q filed with SEC on November 3, 2014.

 

A.	Starboard V&O Fund

 

(a)

As of the close of business on January 20, 2015, Starboard V&O Fund beneficially owned 1,986,958 Shares.

Percentage: Approximately 7.8%

 

(b)

1. Sole power to vote or direct vote: 1,986,958

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 1,986,958

4. Shared power to dispose or direct the disposition: 0

---

(c)

The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

B.	Starboard S LLC

 

(a)

As of the close of business on January 20, 2015, Starboard S LLC beneficially owned 444,820 Shares.

Percentage: Approximately 1.8%

 

(b)

1. Sole power to vote or direct vote: 444,820

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 444,820

4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

C.	Starboard C LP

 

(a)

As of the close of business on January 20, 2015, Starboard C LP beneficially owned 241,324 Shares.

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 241,324

2. Shared power to vote or direct vote: 0

---

3. Sole power to dispose or direct the disposition: 241,324

4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

D.	Starboard R LP

 

(a)

Starboard R LP, as the general partner of Starboard C LP, may be deemed the beneficial owner of the 241,324 Shares owned by Starboard C LP.

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 241,324

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 241,324

4. Shared power to dispose or direct the disposition: 0

 

(c)

Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

E.	Starboard R GP

 

(a)

Starboard R GP, as the general partner of Starboard R LP, may be deemed the beneficial owner of the 241,324 Shares owned by Starboard C LP.

Percentage: Less than 1%

---

(b)

1. Sole power to vote or direct vote: 241,324

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 241,324

4. Shared power to dispose or direct the disposition: 0

 

(c)

Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

F.	Starboard Value LP

 

(a)

As of the close of business on January 20, 2015, 662,874 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 1,986,958 Shares owned by Starboard V&O Fund, (ii) 444,820 Shares owned by Starboard S LLC, (iii) 241,324 Shares owned by Starboard C LP and (iv) 662,874 Shares held in the Starboard Value LP Account.

Percentage: Approximately 13.2%

 

(b)

1. Sole power to vote or direct vote: 3,335,976

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,335,976

4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC and Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

---

G.	Starboard Value GP

 

(a)

Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 1,986,958 Shares owned by Starboard V&O Fund, (ii) 444,820 Shares owned by Starboard S LLC, (iii) 241,324 Shares owned by Starboard C LP and (iv) 662,874 Shares held in the Starboard Value LP Account.

Percentage: Approximately 13.2%

 

(b)

1. Sole power to vote or direct vote: 3,335,976

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,335,976

4. Shared power to dispose or direct the disposition: 0

 

(c)

Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

H.	Principal Co

 

(a)

Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 1,986,958 Shares owned by Starboard V&O Fund, (ii) 444,820 Shares owned by Starboard S LLC, (iii) 241,324 Shares owned by Starboard C LP and (iv) 662,874 Shares held in the Starboard Value LP Account.

Percentage: Approximately 13.2%

 

(b)

1. Sole power to vote or direct vote: 3,335,976

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,335,976

4. Shared power to dispose or direct the disposition: 0

---

(c)

Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

I.	Principal GP

 

(a)

Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of the (i) 1,986,958 Shares owned by Starboard V&O Fund, (ii) 444,820 Shares owned by Starboard S LLC, (iii) 241,324 Shares owned by Starboard C LP and (iv) 662,874 Shares held in the Starboard Value LP Account.

Percentage: Approximately 13.2%

 

(b)

1. Sole power to vote or direct vote: 3,335,976

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 3,335,976

4. Shared power to dispose or direct the disposition: 0

 

(c)

Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

J.	Messrs. Smith, Mitchell and Feld

 

(a)

Each of Messrs. Smith, Mitchell and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 1,986,958 Shares owned by Starboard V&O Fund, (ii) 444,820 Shares owned by Starboard S LLC, (iii) 241,324 Shares owned by Starboard C LP and (iv) 662,874 Shares held in the Starboard Value LP Account.

---

Percentage: Approximately 13.2%

 

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 3,335,976

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 3,335,976

 

(c)

None of Messrs. Smith, Mitchell or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP and through the Starboard Value LP Account during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

K.

Mr. Traub

 

(a)

As of the close of business on January 20, 2015, Mr. Traub directly owned 4,000 Shares.

Percentage: Less than 1%

 

(b)

1. Sole power to vote or direct vote: 4,000

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 4,000

4. Shared power to dispose or direct the disposition: 0

 

(c)

The transactions in the Shares by Mr. Traub during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Such group may be deemed to beneficially own 3,339,976 Shares. Each Reporting Person disclaims beneficial ownership of such Shares, and this Schedule 13D shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such Shares for purposes of Schedule 13(d) or for any other purpose, except to the extent any such Reporting Person actually exercises voting or dispositive power with respect to such securities.

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(d)

No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

(e)

Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On January 20, 2015, the Reporting Persons entered into a Group Agreement (the “Group Agreement”) pursuant to which Mr. Traub agreed not to purchase or sell any Shares from the date of the Group Agreement until the termination of the Group Agreement unless Mr. Traub received the prior written consent of the other parties to the Group Agreement. Any party to the Group Agreement may terminate its obligations under the Group Agreement on two business days’ prior written notice to all other parties to the Group Agreement. In addition, pursuant to the Group Agreement, the Reporting Persons agreed that a group has been formed for the purposes of (i) engaging in discussions with the Issuer regarding operating results, cost and capital allocation, opportunities to enhance stockholder value and corporate governance, (ii) taking all action necessary to achieve the foregoing and (iii) taking any other actions the group determines to undertake in connection with their respective investment in the Issuer, including, but not limited to, a potential solicitation of proxies or written consents in furtherance of seeking representation on the Board of Directors of the Issuer. Pursuant to the Group Agreement, the Reporting Persons agreed that any communication with the Issuer will be at the direction of Starboard (as defined in the Group Agreement) and that Mr. Traub will not communicate with the Issuer on the group’s behalf without Starboard’s prior written consent.

The foregoing description of the Group Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Group Agreement, which is filed as Exhibit 99.2, and is incorporated herein by reference.

On January 20, 2015, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is filed as Exhibit 99.3 and is incorporated herein by reference.

 

Item 7.

Material to be Filed as Exhibits.

 

99.1		Letter to Paul J. Sarvadi, Chairman and Chief Executive Officer of Insperity, Inc., and the Board of Directors of Insperity, Inc.
99.2		Group Agreement, dated January 20, 2015, by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld, and Ken Traub.

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99.3		Joint Filing Agreement, dated January 20, 2015, by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value R GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld, and Kenneth H. Traub.
99.4		Powers of Attorney.

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SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 20, 2015

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD						STARBOARD VALUE GP LLC
By:		Starboard Value LP,				By:		Starboard Principal Co LP,
		its investment manager						its member
STARBOARD VALUE AND OPPORTUNITY S LLC						STARBOARD PRINCIPAL CO LP
By:		Starboard Value LP,				By:		Starboard Principal Co GP LLC,
		its manager						its general partner
STARBOARD VALUE AND OPPORTUNITY C LP								STARBOARD PRINCIPAL CO GP LLC
By:		Starboard Value R LP,
		its general partner						STARBOARD VALUE R GP LLC
STARBOARD VALUE R LP
By:		Starboard Value R GP LLC,
		its general partner
STARBOARD VALUE LP
By:		Starboard Value GP LLC,
		its general partner

---

 

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, and Kenneth H. Traub

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SCHEDULE A

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd

 

Name and Position		Principal Occupation		Principal Business Address		Citizenship
Patrick Agemian Director		Director of Global Funds Management, Ltd.		PO Box 10034, Harbour Place 2nd Floor 103 South Church Street Grand Cayman Cayman Islands, KY1-1001		Canada
Mark R. Mitchell Director*
Don Seymour Director		Managing Director of dms Management Ltd.		dms Management Ltd. dms House, 20 Genesis Close P.O. Box 31910 Grand Cayman Cayman Islands, KY1-1208		Cayman Islands

 

*	Mr. Mitchell is a Reporting Person and, as such, the information with respect to Mr. Mitchell called for by Item 2 of Schedule 13D is set forth therein.

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SCHEDULE B

Transactions in the Shares During the Past Sixty Days

 

Shares of Common Stock Purchased / (Sold)		Price Per Share($)				Date of Purchase / Sale
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
35,940			27.3267				10/02/2014
8,985			27.4282				10/02/2014
37,138			27.5654				10/03/2014
7,787			27.75				10/06/2014
11,681			27.4867				10/07/2014
9,285			27.5497				10/08/2014
8,985			27.7368				10/08/2014
5,990			27.4415				10/10/2014
5,990			27.8516				10/13/2014
7,547			28.9067				10/22/2014
8,326			28.9801				10/22/2014
17,072			29.4215				10/23/2014
7,488			29.402				10/24/2014
20,176			29.1899				10/27/2014
17,262			29.9759				10/28/2014

---

8,393			30.2145				10/29/2014
6,582			30.959				10/30/2014
14,975			31.3328				10/31/2014
14,925			31.5898				11/03/2014
19,879			32.3814				11/04/2014
24,896			32.8859				11/05/2014
8,955			33.5511				11/06/2014
5,970			33.7314				11/07/2014
14,925			33.1808				11/14/2014
20,895			32.6502				11/17/2014
8,955			33.0554				11/18/2014
5,970			32.5666				11/19/2014
8,955			32.5943				11/20/2014
14,875			32.9721				12/01/2014
14,875			33.0138				12/02/2014
59,500			33.1692				12/03/2014
29,750			33.7485				12/05/2014
29,750			33.9004				12/08/2014
23,800			33.7363				12/09/2014
50,575			33.6044				12/10/2014
14,875			31.6842				12/11/2014
14,875			31.5521				12/12/2014
24,990			31.2126				12/15/2014
19,635			31.6615				12/16/2014
5,950			33.9776				12/31/2014

---

17,850			33.1827				01/02/2015
17,850			33.6141				01/05/2015
11,900			33.0917				01/06/2015
17,850			33.7689				01/07/2015
21,063			34.2				01/08/2015
39,583			34.5114				01/08/2015
5,950			35.3006				01/09/2015
67,447			35.1337				01/09/2015
41,345			35.2585				01/09/2015
18,915			35.7368				01/12/2015
93,238			35.7318				01/12/2015
2,777			35.6499				01/13/2015
953,813			35.0				01/13/2015
STARBOARD VALUE AND OPPORTUNITY S LLC
8,040			27.3267				10/02/2014
2,010			27.4282				10/02/2014
8,308			27.5654				10/03/2014
1,742			27.75				10/06/2014
2,613			27.4867				10/07/2014
2,077			27.5497				10/08/2014
2,010			27.7368				10/08/2014
1,340			27.4415				10/10/2014
1,340			27.8516				10/13/2014
1,689			28.9067				10/22/2014

---

1,862			28.9801				10/22/2014
3,819			29.4215				10/23/2014
1,675			29.402				10/24/2014
4,513			29.1899				10/27/2014
3,862			29.9759				10/28/2014
1,877			30.2145				10/29/2014
1,473			30.959				10/30/2014
3,350			31.3328				10/31/2014
3,350			31.5898				11/03/2014
4,462			32.3814				11/04/2014
5,588			32.8859				11/05/2014
2,010			33.5511				11/06/2014
1,340			33.7314				11/07/2014
3,350			33.1808				11/14/2014
4,690			32.6502				11/17/2014
2,010			33.0554				11/18/2014
1,340			32.5666				11/19/2014
2,010			32.5943				11/20/2014
3,350			32.9721				12/01/2014
3,350			33.0138				12/02/2014
13,400			33.1692				12/03/2014
6,700			33.7485				12/05/2014
6,700			33.9004				12/08/2014
5,360			33.7363				12/09/2014
11,390			33.6044				12/10/2014

---

3,350			31.6842				12/11/2014
3,350			31.5521				12/12/2014
5,628			31.2126				12/15/2014
4,422			31.6615				12/16/2014
1,340			33.9776				12/31/2014
3,990			33.1827				01/02/2015
3,990			33.6141				01/05/2015
2,660			33.0917				01/06/2015
3,990			33.7689				01/07/2015
4,708			34.2				01/08/2015
8,848			34.5114				01/08/2015
1,330			35.3006				01/09/2015
15,077			35.1337				01/09/2015
9,242			35.2585				01/09/2015
4,228			35.7368				01/12/2015
20,841			35.7318				01/12/2015
621			35.6499				01/13/2015
213,205			35.0				01/13/2015
STARBOARD VALUE AND OPPORTUNITY C LP
4,380			27.3267				10/02/2014
1,095			27.4282				10/02/2014
4,526			27.5654				10/03/2014
949			27.75				10/06/2014
1,423			27.4867				10/07/2014

---

1,131			27.5497				10/08/2014
1,095			27.7368				10/08/2014
730			27.4415				10/10/2014
730			27.8516				10/13/2014
920			28.9067				10/22/2014
1,015			28.9801				10/22/2014
2,080			29.4215				10/23/2014
912			29.402				10/24/2014
2,458			29.1899				10/27/2014
2,104			29.9759				10/28/2014
1,023			30.2145				10/29/2014
802			30.959				10/30/2014
1,825			31.3328				10/31/2014
1,825			31.5898				11/03/2014
2,431			32.3814				11/04/2014
3,044			32.8859				11/05/2014
1,095			33.5511				11/06/2014
730			33.7314				11/07/2014
1,825			33.1808				11/14/2014
2,555			32.6502				11/17/2014
1,095			33.0554				11/18/2014
730			32.5666				11/19/2014
1,095			32.5943				11/20/2014
1,825			32.9721				12/01/2014
1,825			33.0138				12/02/2014

---

7,300			33.1692				12/03/2014
3,650			33.7485				12/05/2014
3,650			33.9004				12/08/2014
2,920			33.7363				12/09/2014
6,205			33.6044				12/10/2014
1,825			31.6842				12/11/2014
1,825			31.5521				12/12/2014
3,066			31.2126				12/15/2014
2,409			31.6615				12/16/2014
730			33.9776				12/31/2014
2,160			33.1827				01/02/2015
2,160			33.6141				01/05/2015
1,440			33.0917				01/06/2015
2,160			33.7689				01/07/2015
2,549			34.2				01/08/2015
4,790			34.5114				01/08/2015
720			35.3006				01/09/2015
8,162			35.1337				01/09/2015
5,003			35.2585				01/09/2015
2,289			35.7368				01/12/2015
11,283			35.7318				01/12/2015
336			35.6499				01/13/2015
115,419			35.0				01/13/2015

---

STARBOARD VALUE LP
(Through the Starboard Value LP Account)
11,640			27.3267				10/02/2014
2,910			27.4282				10/02/2014
12,028			27.5654				10/03/2014
2,522			27.75				10/06/2014
3,783			27.4867				10/07/2014
3,007			27.5497				10/08/2014
2,910			27.7368				10/08/2014
1,940			27.4415				10/10/2014
1,940			27.8516				10/13/2014
2,444			28.9067				10/22/2014
2,697			28.9801				10/22/2014
5,529			29.4215				10/23/2014
2,425			29.402				10/24/2014
6,534			29.1899				10/27/2014
5,591			29.9759				10/28/2014
2,718			30.2145				10/29/2014
2,132			30.959				10/30/2014
4,850			31.3328				10/31/2014
4,900			31.5898				11/03/2014
6,526			32.3814				11/04/2014
8,174			32.8859				11/05/2014
2,940			33.5511				11/06/2014
1,960			33.7314				11/07/2014

---

4,900			33.1808				11/14/2014
6,860			32.6502				11/17/2014
2,940			33.0554				11/18/2014
1,960			32.5666				11/19/2014
2,940			32.5943				11/20/2014
4,950			32.9721				12/01/2014
4,950			33.0138				12/02/2014
19,800			33.1692				12/03/2014
9,900			33.7485				12/05/2014
9,900			33.9004				12/08/2014
7,920			33.7363				12/09/2014
16,830			33.6044				12/10/2014
4,950			31.6842				12/11/2014
4,950			31.5521				12/12/2014
8,316			31.2126				12/15/2014
6,534			31.6615				12/16/2014
1,980			33.9776				12/31/2014
6,000			33.1827				01/02/2015
6,000			33.6141				01/05/2015
4,000			33.0917				01/06/2015
6,000			33.7689				01/07/2015
7,080			34.2				01/08/2015
13,305			34.5114				01/08/2015
2,000			35.3006				01/09/2015
22,671			35.1337				01/09/2015

---

13,897			35.2585				01/09/2015
6,358			35.7368				01/12/2015
31,341			35.7318				01/12/2015
933			35.6499				01/13/2015
320,609			35.0				01/13/2015
KENNETH H. TRAUB
4,000			35.8				1/15/2015

Exhibit 99.1

 

January 20, 2015

Paul J. Sarvadi

Chairman and Chief Executive Officer

Insperity, Inc.

19001 Crescent Springs Drive

Kingwood, Texas 77339

cc: Board of Directors

Dear Paul,

Starboard Value LP, together with its affiliates (“Starboard”), currently owns approximately 13.2% of the outstanding shares of Insperity, Inc. (“Insperity” or the “Company”), making us the Company’s largest shareholder.

By way of background, Starboard is an investment management firm that seeks to invest in undervalued and underperforming public companies. Our approach to such investments is to actively engage with management teams and boards of directors in a constructive manner to identify and execute on opportunities to unlock value for the benefit of all shareholders. Our principals and investment team have extensive experience and a successful track record of enhancing value at portfolio companies through a combination of strategic refocusing, improved operational execution, more efficient capital allocation, and stronger management focus.

We have conducted an extensive amount of research on Insperity and the industry in which it operates. We believe that Insperity is deeply undervalued and that a number of opportunities exist to create significant value for shareholders based on actions within the control of management and the Board of Directors of the Company (the “Board”).

Insperity is one of the largest human resources (“HR”) outsourcing companies in the U.S. with over 130,000 Worksite Employees (“WSEs”)⁽¹⁾ and more than $2.3 billion in gross revenues. Insperity is a Professional Employer Organization (“PEO”), whereby it provides payroll services, benefits, and other HR-related services to the employees of small businesses through co-employment agreements with its customers. This is a stable, high-quality business that operates in a growing market. Insperity provides a critical service to its customers and, as a result, Insperity’s customer retention rate is approximately 99%. We estimate that less than 10% of small- and medium-sized businesses currently use a PEO to outsource HR services. This low industry penetration rate results in ample growth opportunities, and the current regulatory environment provides a further tailwind for growth. Insperity has a strong value proposition that drives customer growth: it is able to significantly reduce the cost of insurance benefits for customers while providing a variety of other HR services that enable small business owners to avoid wasting time on administrative tasks related to the ever-changing array of federal and state regulations. The Affordable Care Act and other recent regulatory changes are positive growth drivers for the PEO industry because they have increased complexity for small businesses and raised the cost that employers must pay to provide health insurance to their employees. The increased complexity and higher costs should result in more small businesses turning to PEOs for help.

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Despite its favorable business characteristics and the compelling growth prospects for its industry, Insperity currently trades at a deep discount to its intrinsic value. Over the past 1-, 3- and 5-year periods, Insperity has underperformed both its peer group and the broader stock market.

Insperity Historical Share Price Performance

 

		Share Price Performance (1)
		1 Year				3 Year				5 Year
Russell 2000 Index			5	%			69	%			106	%
Proxy Peer Group (2)			5	%			87	%			155	%
Insperity			2	%			58	%			77	%
Underperformance vs. Russell 2000			(3	%)			(12	%)			(28	%)
Underperformance vs. Proxy Peer Group			(2	%)			(29	%)			(77	%)

 

1.	Performance as of 12/31/14, adjusted for dividends

2.	Proxy Peer Group consists of companies used in the Company’s proxy to set executive compensation

We believe that this underperformance has been driven by a combination of poor execution, lax cost management, and poor capital allocation. In order to unlock this value, we believe that management should take appropriate action, as outlined in more detail below, to improve execution, reduce operating expenses, improve capital allocation, improve corporate governance, and explore all available alternatives to maximize shareholder value. We estimate that pursuing this plan of action could more than double Insperity’s share price. Improvements in cost structure and capital allocation should be easily achievable over the next year and could result in a share price of $53.84 – $64.80.⁽²⁾ If Insperity is also able to improve its growth profile and trade in-line with peers, the Company could be worth far more over time.⁽³⁾

Improve Execution

At Insperity’s 2011 Investor Day, management outlined a five-year plan which we believe should have been readily accomplished over the time period that has passed. Management estimated that Insperity could grow its customer base to approximately 193,500 WSEs and grow EBITDA to over $195 million by 2015. Currently, Insperity has only 131,545 WSEs and LTM EBITDA is only $68 million.⁽⁴⁾ Both of these figures are significantly lower than those outlined in the five-year plan, which has resulted in shareholders being consistently disappointed over the past four years. In order for Insperity to meet its five-year objective, management would have to grow WSEs by 47% and triple EBITDA over the next year.

 

2

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Actual Results vs. Historical Guidance

 

		2015 Guidance				LTM Results
		5-Year Plan(1)				as of 9/30/2014				Difference
Worksite Employees			193,500				131,545				-32	%
Net Revenue(2)		$	655,965			$	392,424				-40	%
EBITDA		$	195,434			$	68,365				-65	%

 

(1)	Mid-point of 2015 guidance range from NSP’s 2011 Investor Day presentation.

(2)	Total Revenue minus Direct Costs (payroll taxes, benefits workers comp costs).

In addition, Insperity has underperformed its peers both in terms of revenue growth and WSE growth. Over the past two years, Insperity’s average number of WSEs has grown at a 1.7% annualized rate and its revenue has grown 4.6%. These growth rates are significantly lower than those of Insperity’s Public Peer Group (as defined in the table below). Each member of this peer group has grown its WSEs and revenue by an average of 16.4% and 24.2%, respectively, during the relevant period. In light of this historical fact pattern, we believe there is a meaningful opportunity to improve the growth profile of the Company through a combination of better management and better sales execution.

Insperity Peer Group Two-Year Compound Annual Growth ⁽¹⁾

 

		NSP				TNET				ADP				PAYX
Worksite Employees			1.7	%			25.1	%			12.6	%			11.5	%
Total Revenue			4.6	%			45.3	%			13.2	%			14.0	%

 

(1)	Public Peer Group includes NSP’s publicly traded competitors TNET, PAYX and ADP. Growth rates for ADP and PAYX are for their PEO business only. Two-year growth calculated from most recent available data.

Reduce Operating Expenses

We believe there is a substantial opportunity to improve Insperity’s operating margins through a combination of reducing excessive corporate overhead expenses and more efficiently allocating advertising expenses. Over the past year, Insperity spent more than $83 million on general & administrative expenses, which is approximately 21.2% of net revenue.⁽⁵⁾ We believe that this is an excessive amount of expense for a company of Insperity’s size, and its G&A ratio far exceeds that of its peers. Included within these expenses are two extremely large corporate jets that Insperity currently owns (37-seat Embraer EMB-135s). We struggle to understand what business purpose is served by owning these aircraft. Virtually all of Insperity’s sales offices and service centers are located in major metropolitan areas that are easily accessible by commercial flights. We estimate the total variable costs and capital costs of maintaining these aircraft to be approximately $10.5 million per year, or more than 15% of LTM EBITDA. At Insperity’s current 8.8x EV / EBITDA multiple, this implies that management could improve the value of the Company by over $92 million, or approximately $3.65 per share, by simply discontinuing the use of these jets and eliminating this seemingly egregious expense. In addition, we estimate that, if sold, the sale proceeds from these jets would exceed $35 million, or an additional $1.38 per share of value. In addition to selling the jets and reducing executive compensation, we believe there are many other opportunities to reduce corporate overhead expenses.

 

3

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We believe that Insperity also has an opportunity to dramatically reduce advertising expenses without having a negative impact on its sales. We believe that a large portion of the current advertising budget is geared towards expensive television advertising, golf tournaments, and other golf and sports-related marketing. By shifting advertising spending away from these outlets and toward more targeted online advertising, Insperity could dramatically reduce its overall advertising budget while more efficiently driving sales.

Insperity Cost Structure—Peer Group Comparison ⁽¹⁾

 

		NSP				TNET				ADP
Net Revenue ($ in millions)		$	392			$	502			$	535
EBITDA Margins(2)			17.4	%			35.0	%			44.0	%
Operating Expenses per WSE(3)		$	210			$	111			$	73

 

(1)	Public comps with available data.

(2)	EBITDA margin calculated as a percentage of Net Revenue. Calculated from most recent available data.

(3)	Average monthly operating expenses divided by average Worksite Employees. Calculated from most recent available data.

Improve Capital Allocation

Given Insperity’s stable business characteristics and low capital-intensity, we believe that Insperity’s current capital structure is sub-optimal. Insperity continues to maintain a large net cash balance, earning little or no return for shareholders, while many other companies in the industry deploy leverage in order to maintain a more rational capital structure. For example, Insperity’s closest public competitor, TriNet (NYSE: TNET), is currently levered at approximately 2.5x EBITDA.

We believe that Insperity should use its existing cash to aggressively repurchase shares. Given the steep discount at which Insperity currently trades, repurchasing shares will result in a high return on capital. In addition, repurchasing stock will send an important signal to shareholders that management is confident that it can improve execution and meet its objectives going forward. We believe that Insperity could repurchase approximately 20% of its current shares outstanding without using leverage.⁽⁶⁾ With a modest amount of leverage, Insperity could repurchase an even larger quantity of its shares.

 

4

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Improve Corporate Governance

Insperity’s flawed execution, bloated cost structure and poor capital allocation are symptoms of a broader corporate governance problem that we believe exists at the Company. Many of Insperity’s corporate governance policies appear to conflict with best practices. In our view, a few examples of the Company’s poor corporate governance policies include:

 

•

Excessive executive compensation and low hurdles for performance-based compensation.

 

•

Numerous related-party transactions between the Company and its directors and officers.

 

•

No independent Board chairman.

 

•

A staggered Board, which disenfranchises shareholders and entrenches the current Board and management team.

 

•

A ‘Poison Pill’ plan that has been in place since 1998, which discourages potential acquirers of the Company.

In addition to these points, the average tenure of a member of Insperity’s Board is over 17 years. We question the independence of many of these directors and believe some directors may have been on the Board too long to view certain strategic and managerial decisions objectively or to fairly consider alternative perspectives. We believe that Insperity’s Board should be improved with new independent directors that can bring a fresh perspective to the boardroom and help the management team improve execution and operational performance.

Explore Alternatives to Maximize Shareholder Value

Insperity is a unique asset in an industry that has seen significant consolidation in recent years. We believe that there are numerous strategic and financial buyers that would be interested in acquiring the Company which would result in a robust sale process. We believe that financial buyers would be attracted to Insperity’s stable business characteristics and cash flow generation potential. In addition, there appear to be a handful of obvious strategic buyers for Insperity that would benefit from the Company’s established customer base and would be able to realize substantial synergies. The Board must weigh the potential upside from a standalone plan against the execution risk associated with improving the growth profile and cost structure of the business and also against all other strategic alternatives. In conjunction with executing on the standalone value creation opportunities we have outlined above, we believe the company should also engage a reputable investment bank to explore a sale of the company. We believe such a process would be highly competitive and that the price achieved could provide for a better risk-adjusted return versus a standalone plan, particularly when factoring in the company’s track record of poor execution.

We have outlined a broad plan to improve the value of the Company, and we look forward to discussing all of these points in more detail with you. This is a critical period for Insperity and we believe that now is the time to aggressively pursue the initiatives outlined herein. As Insperity’s largest shareholder, we have a vested interest in seeing the Company take advantage of all opportunities to create value for the benefit of shareholders. We look forward to continuing our discussions with you in the coming weeks.

 

5

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Sincerely,

 

Jeffrey C. Smith

Managing Member

Starboard Value LP

 

(1)	Work Site Employees are defined as employees that work for NSP’s customers, which NSP provides services to under a co-employment agreement.

(2)	Valuation range assumes NSP is able to achieve approximately $135 - $145 million of EBITDA in 2016 through a combination of modest growth and cost cuts, trades at an 8-9x EV / EBITDA multiple and executes a $200 million share repurchase program at an average cost of $41.50.

(3)	NSP’s publicly traded peers trade in a range of approximately 12x-14x EV/EBITDA.

(4)	EBITDA defined as Earnings before Interest, Taxes, Depreciation & Amortization. Excludes impairment charges and other one-time items.

(5)	Net revenue is total revenue minus direct costs for payroll taxes, benefits and workers comp.

(6)	Assumes $200 million share repurchase at an average cost of $41.50. Based on cash balances disclosed in 10-Q filing for period ending 9/30/2014.

 

6

Exhibit 99.2

GROUP AGREEMENT

This Agreement (this “Agreement”) is made and entered into as of January 20, 2015, by and among (1) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company, Starboard Value and Opportunity S LLC, a Delaware limited liability company, Starboard Value and Opportunity C LP, a Delaware limited partnership, Starboard Value LP, a Delaware limited partnership, Starboard Value GP LLC, a Delaware limited liability company, Starboard Principal Co LP, a Delaware limited partnership, Starboard Principal Co GP LLC, a Delaware limited liability company, Starboard Value R LP, a Delaware limited partnership, Starboard Value R GP LLC, a Delaware limited liability company, Jeffrey C. Smith, Mark R. Mitchell and Peter A. Feld (together, “Starboard”) and (2) Ken Traub (“Mr. Traub” and together with Starboard, each a “Party” to this Agreement, and collectively, the “Parties” or the “Group”).

WHEREAS, each of the Parties is a stockholder, direct or beneficial, of Insperity, Inc., a Delaware corporation (“Insperity” or the “Company”);

WHEREAS, the Parties previously formed the Group for the purpose of (i) engaging in discussions with the Company regarding operating results, cost and capital allocation, opportunities to enhance stockholder value and corporate governance, (ii) taking all action necessary to achieve the foregoing and (iii) taking any other actions the Group determines to undertake in connection with their respective investment in the Company, including, but not limited to, a potential solicitation of proxies or written consents in furtherance of seeking representation on the Board of Directors (the “Board”) of Insperity; and

WHEREAS, the Parties desire to reduce to writing their agreements and arrangements with respect to the Group.

NOW, IT IS AGREED, this 20th day of January 2015 by the Parties hereto:

1. Each of the undersigned agrees the Group has been formed for the purposes of (i) engaging in discussions with the Company regarding operating results, cost and capital allocation, opportunities to enhance stockholder value and corporate governance, (ii) taking all action necessary to achieve the foregoing and (iii) taking any other actions the Group determines to undertake in connection with their respective investment in the Company, including, but not limited to, a potential solicitation of proxies or written consents in furtherance of seeking representation on the Board.

2. Each Party agrees to the joint filing on behalf of each of them and their respective affiliates of a statement on Schedule 13D, and any amendments thereto, with respect to the Securities of the Company to the extent required by applicable law. Each member of the Group shall be responsible for the accuracy and completeness of its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. As used herein, “Securities” shall mean equity securities of the Company, options to purchase or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company.

3. Mr. Traub expressly agrees not to purchase or sell any Securities from the date of this Agreement until the termination of this Agreement pursuant to Section 8 unless Mr. Traub receives the prior written consent of Starboard.

---

4. Each of the Parties hereto agrees that any SEC filing, press release, Company communication or shareholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be as directed by Starboard. Starboard shall have discretion over the content and timing of public or private communications and negotiating positions taken on behalf of the Group. Each of the Parties hereto further agrees that any communication with the Company shall be at Starboard’s direction and that Mr. Traub shall not communicate with the Company on the Group’s behalf without Starboard’s prior written consent.

5. The relationship of the Parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any Party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Except as otherwise may be provided herein, nothing shall restrict any Party’s right to purchase or sell securities of the Company, as it deems appropriate, in its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws.

6. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

7. This Agreement and all disputes, claims or controversies relating to, arising out of, or in connection with this Agreement shall be governed by and construed in accordance with the Laws of the State of New York. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the Parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

8. Any party hereto may terminate its obligations under this Agreement on two business days’ prior written notice to all other Parties, with a copy by fax to Jeffrey L. Kochian of Akin Gump Strauss Hauer & Feld LLP at (212) 872-1002. Section 7 of this Agreement shall survive any termination pursuant to this Section 8.

9. Each of the undersigned Parties hereby agrees that Akin Gump Strauss Hauer & Feld LLP shall act as counsel for both the Group and each of Starboard and Mr. Traub as it relates to the Group’s activities set forth herein.

10. Each of the undersigned Parties hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

11. Each of the undersigned Parties hereby agrees that this Agreement may not be assigned, amended, waived or modified except by a writing signed by each Party.

[Signature page follows]

 

2

---

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD				STARBOARD VALUE LP
By:		Starboard Value LP,		By:		Starboard Value GP LLC,
		its investment manager				its general partner
STARBOARD VALUE AND OPPORTUNITY S LLC				STARBOARD VALUE GP LLC
By:		Starboard Value LP,		By:		Starboard Principal Co LP,
		its manager				its member
STARBOARD VALUE AND OPPORTUNITY C LP				STARBOARD PRINCIPAL CO LP
By:		Starboard Value R LP		By:		Starboard Principal Co GP LLC,
		its general partner				its general partner
STARBOARD VALUE R LP				STARBOARD PRINCIPAL CO GP LLC
By:		Starboard Value R GP LLC,
		its general partner		STARBOARD VALUE R GP LLC

 

By:		/s/ Jeffrey C. Smith
		Name:		Jeffrey C. Smith
		Title:		Authorized Signatory
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark R. Mitchell and Peter A. Feld

[Signature page to Group Agreement]

---

[Signature page to Group Agreement]

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Insperity, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

Dated: January 20, 2015

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD						STARBOARD VALUE GP LLC
By:		Starboard Value LP,				By:		Starboard Principal Co LP,
		its investment manager						its member
STARBOARD VALUE AND OPPORTUNITY S LLC						STARBOARD PRINCIPAL CO LP
By:		Starboard Value LP,				By:		Starboard Principal Co GP LLC,
		its manager						its general partner
STARBOARD VALUE AND OPPORTUNITY C LP						STARBOARD PRINCIPAL CO GP LLC
By:		Starboard Value R LP,
		its general partner				STARBOARD VALUE R GP LLC
STARBOARD VALUE R LP
By:		Starboard Value R GP LLC,
		its general partner
STARBOARD VALUE LP
By:		Starboard Value GP LLC,
		its general partner

---

 

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, and Kenneth H. Traub

Exhibit 99.4

POWER OF ATTORNEY

The undersigned hereby appoints Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, his true and lawful attorney-in-fact and agent to execute and file with the Securities and Exchange Commission any Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5, any settlement agreement, any amendments to any of the foregoing and any related documentation which may be required to be filed in his individual capacity as a result of the undersigned’s beneficial ownership of, or participation in a group with respect to, securities directly or indirectly beneficially owned by Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP and Starboard Principal Co GP LLC or any of their respective affiliates, and granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing which he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. The authority of Jeffrey C. Smith, Mark R. Mitchell, Peter A. Feld and Kenneth R. Marlin, or any of them, under this Power of Attorney shall continue with respect to the undersigned until revoked in writing.

Date: September 15, 2011

 

/s/ Jeffrey C. Smith

Jeffrey C. Smith

/s/ Mark R. Mitchell

Mark R. Mitchell

/s/ Peter A. Feld

Peter A. Feld

---

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Insperity, Inc. (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”). Such action shall include, but not be limited to:

1. executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;

2. executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;

3. executing for and on behalf of the undersigned all Joint Filing Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;

4. performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

5. taking any other action of any type whatsoever in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of January 2015.