Insperity (NSP) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, to vote on four key proposals, including director elections, executive compensation, an amendment to the incentive plan, and auditor ratification.

• Board recommends voting in favor of all proposals; proxy materials and annual report are available to shareholders.

• Shareholders of record as of April 4, 2025, are eligible to vote; multiple voting methods are available.

Voting matters and shareholder proposals

• Four proposals: election of four Class III directors, advisory say-on-pay vote, approval of the First Amendment to the Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• Board recommends FOR all proposals; majority of votes cast required for approval.

• Shareholder proposals and director nominations for 2026 require advance notice per bylaws.

Board of directors and corporate governance

• Board consists of 11 members, with a mix of independent and non-independent directors; diversity in background and expertise is emphasized.

• Lead independent director role established; three standing committees: Audit, Compensation, and Nominating & Governance.

• Board and committees met regularly in 2024; all directors attended at least 75% of meetings.

• Strict policies on hedging and pledging of company stock; code of conduct and annual compliance training in place.