

⁹Insperity \| 2017 Proxy Statement	Based on a Schedule 13G filed with the Securities and Exchange Commission on February 10, 2014. Vulcan Value Partners, LLC reported sole voting power with respect to 1,493,625 shares and sole dispositive power with respect to 1,597,554 shares. The address of Vulcan Value Partners, LLC is 3500 Blue Lake Drive, Suite 400, Birmingham, AL 35243.3

PROPOSAL NUMBER 11:

ELECTION OF DIRECTORS

General

~~The Company’s~~Our Certificate of Incorporation and Bylaws provide that the number of directors on the Board shall be fixed from time to time by the Board but shall not be less than three nor more than 15 persons. The number of members constituting the Board is currently fixed at ~~nine.~~ten.

In accordance with ~~the~~our Certificate of Incorporation, ~~of the Company,~~ the members of the Board are divided into three ~~classes and are elected for a term of office expiring at the third succeeding annual stockholders’ meeting following their election to office, or until a successor is duly elected and qualified. The~~classes. Our Certificate of Incorporation also provides that such classes shall be as nearly equal in number as possible. The terms of office of the Class I, Class II and Class III directors expire at the Annual Meeting of Stockholders in ~~2014, 2015~~2017, 2018 and ~~2016,~~2019, respectively.

The term of office of each of Peter A. Feld, Michelle McKenna-Doyle and Austin P. Young, who comprise the current Class I directors, expires at the time of the ~~2014~~2017 Annual Meeting of Stockholders, or as soon thereafter as their successors are elected and qualified. As previously announced, Mr. ~~Brown, Dr. Jones~~Feld, whose term expires at the 2017 Annual Meeting of Stockholders, has decided not to stand for re-election to the Board. In addition, in order to better equalize the number of directors in each class, Timothy T. Clifford, who is currently a Class II director with a term expiring at the 2018 Annual Meeting of Stockholders, has agreed to resign as a Class II director immediately prior to the 2017 Annual Meeting of Stockholders in order to stand for re-election as a Class I director. Accordingly, Mr. Clifford, Ms. McKenna-Doyle and Mr. ~~Petsch~~Young have been nominated for re-election to ~~serve additional three-year terms~~the Board as ~~Class I directors.~~described below. All nominees have consented to be named in this proxy statement and to serve as a director if elected.

~~It is~~

Agreements with Starboard

2015 Agreement

On March 21, 2015, we entered into an Agreement (the “2015 Agreement”) with Starboard Value LP and certain of its affiliates named therein (collectively, “Starboard”). Pursuant to the ~~intention~~2015 Agreement, the Board appointed (a) Peter A. Feld and Michelle McKenna-Doyle as Class I directors; and (b) Norman R. Sorensen as a Class II director. In addition, pursuant to the 2015 Agreement, the Board nominated for election at the 2015 Annual Meeting of Stockholders (a) Carol R. Kaufman, Paul J. Sarvadi and Norman R. Sorensen for election to the ~~person or persons named in~~Board as Class II directors with terms expiring at the ~~accompanying proxy card~~2018 Annual Meeting of Stockholders; and (b) Austin P. Young as a Class I director with a term expiring at the 2017 Annual Meeting of Stockholders. In addition, Starboard agreed to vote its shares of our common stock for the election of ~~all~~each of Ms. Kaufman and Messrs. Sarvadi, Sorensen and Young at the 2015 Annual Meeting of Stockholders. Substantially concurrently with the adjournment of the 2015 Annual Meeting of Stockholders, Mr. Brown resigned as a Class I director with a term expiring at the 2017 Annual Meeting of Stockholders and was immediately reappointed by the Board as a Class III director with a term expiring at the 2016 Annual Meeting of Stockholders.

2016 Agreement

On May 18, 2016, the Company entered into an Agreement (the “2016 Agreement”) with Starboard, which superseded and replaced the 2015 Agreement. Pursuant to the 2016 Agreement, the Board appointed John M. Morphy as a Class III director and nominated Michael W. Brown, Richard G. Rawson and Mr. Morphy for re-election, and Starboard agreed to vote its shares of our common stock in favor of their re-election, at the 2016 Annual Meeting of Stockholders. As a result of the search for a new independent director conducted by the Board pursuant to the 2016 Agreement, in October 2016, the Board appointed Timothy T. Clifford as a Class II director with a term expiring at the 2018 Annual Meeting of Stockholders. Further, pursuant to the 2016 Agreement, Carol R. Kaufman executed and delivered to the Board an irrevocable letter pursuant to which she agreed to reduce her term of service as a director on the Board, to end at the conclusion of the 2017 Annual Meeting of Stockholders; provided that Ms. Kaufman can revoke this letter if, at any time prior to the conclusion of the 2017 Annual Meeting of Stockholders, either (1) Starboard’s aggregate beneficial ownership of our common stock decreases to less than the Minimum Ownership Threshold (as defined below) or (2) the Board resolves that such reduction may be revoked.

The 2016 Agreement provides that if Mr. Feld or Ms. McKenna-Doyle (or any replacement director therefor) is unable or unwilling to serve, resigns or is removed as a director prior to the 2017 Annual Meeting of Stockholders or if Mr. Sorensen (or any replacement director therefor) is unable or unwilling to serve, resigns or is removed as a director prior to the 2018 Annual Meeting of Stockholders, and at such time Starboard beneficially owns in the aggregate at least the lesser of (1) 3.0% of the Company’s then outstanding shares of our common stock and (2) 641,581 shares of our common stock (the “Minimum Ownership Threshold”), Starboard has the ability to recommend a replacement director in



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accordance with the terms of the 2016 Agreement. As previously announced, Mr. Feld, whose term expires at the 2017 Annual Meeting of Stockholders, has decided that he will not stand for re-election to the Board.

If Mr. Morphy (or any replacement director therefor) is unable or unwilling to serve, resigns or is removed as a director prior to the 2019 Annual Meeting of Stockholders or if Mr. Clifford (or any replacement director therefor) is unable or unwilling to serve, resigns or is removed as a director prior to the 2018 Annual Meeting of Stockholders, and at such time Starboard beneficially owns in the aggregate at least the Minimum Ownership Threshold, a substitute director shall be appointed in accordance with the terms of the 2016 Agreement. Starboard has consented to the resignation of Mr. Clifford immediately prior to the 2017 Annual Meeting of Stockholders in order that he may be considered for re-election to the Board as a Class I director at the 2017 Annual Meeting of Stockholders.

Voting; Approval Requirements

All proxies will be voted in favor of the nominees named below unless a stockholder has ~~voted against such nominee.~~indicated otherwise. The affirmative vote of a majority of the votes cast by holders of ~~the Common Stock~~our common stock present in person or by proxy at the ~~2014~~2017 Annual Meeting of Stockholders is required for election of the nominees. Abstentions and broker non-votes will be deemed votes not cast. Under our Bylaws and in accordance with Delaware law, a director’s term extends until his or her successor is duly elected and qualified, or until he or she resigns or is removed from office. Thus, an incumbent director who fails to receive the required vote for re-election at our ~~annual meeting~~Annual Meeting of ~~stockholders~~Stockholders would continue serving as a director (sometimes referred to as a “holdover director”), generally until the next ~~annual meeting~~Annual Meeting of ~~stockholders.~~Stockholders. However, as a condition to being nominated to continue to serve as a director, the incumbent director nominees have submitted an irrevocable letter of resignation that is effective upon and only in the event that ~~(i)~~(1) such nominee fails to receive the required vote; and ~~(ii)~~(2) the Board accepts such resignation. In such an event, the Nominating and Corporate Governance Committee is required to make a recommendation to the Board as to whether the Board should accept the resignation, and the Board is required to decide whether to accept the resignation and to disclose its decision-making process within 90 days from the certification of the election results.

If, at the time of or prior to the ~~2014~~2017 Annual Meeting of Stockholders, any of the nominees should be unable or decline to serve, the discretionary authority provided in the proxy may be used to vote for a substitute or substitutes designated by the Board. The Board has no reason to believe that any substitute nominee or nominees will be required. No proxy will be voted for a greater number of persons than the number of nominees named herein.

Nominees —for Director

The following individuals have been nominated for re-election to the Board as Class I ~~Directors (For Terms Expiring~~directors with terms expiring at the ~~2017~~2020 Annual ~~Meeting)~~Meeting of Stockholders:

~~Michael W. Brown.~~Timothy T. Clifford.Mr. ~~Brown,~~Clifford, age ~~68,~~61, joined the Board as a director in October 2016. Since June 2015, Mr. Clifford has served as president and chief executive officer of Frontline Education, a private-equity-backed cloud software company that manages human resources functions at over 7,500 public school districts in the U.S. Prior to joining Frontline Education, from 2010 through 2013, Mr. Clifford was a corporate officer and co-president of Automatic Data Processing (NYSE: ADP) National Accounts, a $2.5 billion human capital management software and services business serving the largest U.S. companies, and was the co-founder and chief executive officer of Workscape, Inc., a pioneering cloud software provider to the human capital management industry, from 1999 until its acquisition by ADP in 2010. Prior to founding Workscape, he held executive or senior leadership positions at HealthPlan Services, Consolidated Group and Prudential Insurance Company. From 2013 to 2015, he also served as a director and audit committee member of Carbonite Inc. (Nasdaq: CARB). Mr. Clifford holds a Bachelor's degree in liberal arts from Northeastern University in Boston.

Mr. Clifford brings extensive technology, entrepreneurial and leadership experience to the Board. His substantial experience with providing HR-related services to businesses, along with his entrepreneurial background and knowledge of cloud-based software solutions for the HR services industry, provide key perspectives to the Board on matters that directly impact our business and the businesses of our customers.

Michelle McKenna-Doyle. Ms. McKenna-Doyle, age 51, joined the Company as a ~~Class I~~ director in ~~November 1997. He is a member~~April 2015. Since October 2012, Ms. McKenna-Doyle has served as the Senior Vice President (“SVP”) and Chief Information Officer (“CIO”) of the ~~Company’s Finance, Risk Management and Audit Committee and the Nominating and Corporate Governance Committee. Mr. Brown is the past chairman of the NASDAQ Stock Market Board of Directors and~~NFL, a past governor of the National Association of Securities Dealers. Mr. Brown joined Microsoft Corporation in 1989 as its treasurer and became its chief financial officer in 1993, in which capacity he served until his retirement in July 1997.professional American football league. Prior to joining ~~Microsoft, Mr. Brown spent 18 years with Deloitte & Touche LLP. Mr. Brown is also a director of EMC Corporation, Stifel Financial Corporation and VMware, Inc. and serves on~~ the ~~audit committees of EMC Corporation and VMware, Inc. Mr. Brown also serves or has~~NFL, from May 2011 to October 2012, she served as ~~a director, trustee or advisor of several private businesses, civic or charitable organizations. Mr. Brown holds a Bachelor of Science degree~~CIO at Constellation Energy Group, Inc., an energy supplier, where she implemented major technology strategic initiatives and led the company’s integration with Exelon in ~~Economics from~~connection with the ~~University of Washington in Seattle.~~

~~Mr. Brown brings to the Board substantial financial expertise that includes an extensive knowledge~~merger of the ~~complex financial and operational issues affecting large companies, and a deep understanding~~two companies. Ms. McKenna-Doyle served as the President of ~~accounting principles and financial reporting rules and regulations. His prior experience in public accounting and as a chief financial officer of~~Vision Interactive Media Group, a global technology company brings an important perspective to the Board. Mr. Brown also serves on the boards and audit committees of multiple publicly traded companies in both the technology and financial services sectors, which provides us with valuable insight on technological and strategic issues affecting the Company. Mr. Brown’s prior service as chairman of the NASDAQ Stock Market Board of Directors and as a past governor of the National Association of Securities Dealers provides experience with issues affecting a publicly traded company as well as demonstrating Mr. Brown’s leadership and business acumen.digital interactive media solutions



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nonprofit company, from September 2010 to June 2011. From May 2007 to May 2010, she served as SVP and CIO at Universal Orlando Resort, a theme park resort owned by NBCUniversal, and from April 2006 to May 2007 she served as CIO of Centex Destination Properties, a division of Centex Corporation, a home builder. She previously spent more than 13 years at the Walt Disney World Company, an American diversified multinational mass media corporation, where she held senior leadership positions in finance, marketing and information technology. In March 2015, Ms. McKenna-Doyle was appointed to the board of directors of RingCentral, Inc. (NYSE: RNG), where she serves on the audit and compensation committees. Ms. McKenna-Doyle received a Bachelor of Science degree in Accounting from Auburn University and an MBA from the Crummer Graduate School of Business, Rollins College. She was formerly licensed as a certified public accountant in the State of Georgia. She has extensive experience in the media and entertainment industry.

Ms. McKenna-Doyle brings to the Board extensive experience with technology management and senior leadership, including at service-related businesses, as well as financial and accounting acumen. Her background with information technology and data security further provides the Board with a key perspective on such matters that are increasingly important to the Company.

~~Eli Jones.~~Austin P. Young. ~~Dr. Jones,~~Mr. Young, age ~~52,~~76, joined the Company as a ~~Class I~~ director in ~~April 2004. He~~January 2003 and he is ~~chairman of~~ the Company’s Compensation Committee and a member of the Nominating and Corporate Governance Committee. Dr. Jones is the Dean of the Sam M. Walton College of Business at the University of Arkansas and holder of the Sam M. Walton Leadership Chair in Business. Prior to joining the faculty at the University of Arkansas, he was Dean of the E. J. Ourso College of Business and Ourso Distinguished Professor of Business at Louisiana State University (“LSU”) from 2008 to 2012; Professor of Marketing and Associate Dean at the C.T. Bauer College of Business at the University of Houston from 2007 to 2008; an Associate Professor of Marketing from 2002 to 2007; and an assistant professor from 1997 until 2002. He taught at Texas A&M University for several years before joining the faculty of the University of Houston. Dr. JonesLead Independent Director. Mr. Young served as the executive director of the Program for Excellence in Selling and the founding director of the Sales Excellence Institute at the University of Houston from 1997 to 2007. Before becoming a professor, he worked in sales and sales management for three Fortune 100 companies: Quaker Oats, Nabisco and Frito-Lay. Dr. Jones is also a director at Arvest Bank. He received his Bachelor of Science degree in Journalism in 1982, his MBA in 1986, and his Ph.D. in 1997, all from Texas A&M University.

Dr. Jones brings to the Board significant experience and cutting-edge knowledge and expertise. He is considered a “sales scientist” in that he conducts and publishes cutting-edge research in sales, sales management, marketing strategy, leadership and customer relationship management based on data from organizations world-wide, which are areas critical to the Company. Dr. Jones is able to draw upon his research to provide the Board knowledge with respect to the Insperity sales force. Dr. Jones’ prior service as Dean of the E. J. Ourso College of Business and Ourso Distinguished Professor of Business at LSU and his current position as Dean of the Sam M. Walton College of Business at the University of Arkansas and holder of the Sam M. Walton Leadership Chair in Business demonstrate his leadership and broad-based business acumen.

~~Gregory E. Petsch~~. Mr. Petsch, age 63, joined the Company as a Class I director in October 2002. He is chairman of the Company’s Nominating and Corporate Governance Committee and a member of the Compensation Committee. Mr. Petsch retired from Compaq Computer Corporation in 1999 where he had held various positions since 1983, most recently as senior vice president, chief financial officer and treasurer of CellStar Corporation from 1999 to December 2001, when he retired. From 1996 to 1999, he served as executive vice president - finance and administration of Metamor Worldwide, ~~Manufacturing~~Inc. Mr. Young also held the position of senior vice president and ~~Quality beginning~~chief financial officer of American General Corporation for over eight years and was a partner in ~~1991. Prior to~~the Houston and New York offices of KPMG before joining ~~Compaq, he worked for 10 years for Texas Instruments.~~American General. Mr. ~~Petsch serves or~~Young has served as a director ~~trustee or advisor~~ of ~~several private business, civic or charitable organizations. In 1992, Mr. Petsch was voted Manufacturing Executive~~Amerisafe, Inc. (Nasdaq: AMSF) since November 2005, where he also serves on the audit, nominating and corporate governance, and risk committees. He served as a director and chairman of the ~~Year by Upside Magazine,~~audit committees of Tower Group International, Ltd. (former Nasdaq-listed company) and its predecessor company from ~~1993 to 1995, he was nominated Who’s Who of Global Business Leaders.~~2004 until September 2014. He is ~~founder~~a member of the Houston and ~~president~~State Chapters of ~~Petsch Foundation, Inc.~~the Texas Society of CPAs, the American Institute of CPAs, and the Financial Executives International. He ~~earned a Bachelor of Business Technology~~holds an accounting degree from ~~the~~The University of ~~Houston in 1978.~~Texas.

Mr. ~~Petsch~~Young brings extensive financial and accounting experience to the ~~Board extensive operational expertise and business experience.~~Board. His prior experience as a partner in an international accounting firm, as a senior ~~vice president~~financial officer of ~~Worldwide Manufacturing~~large companies, and ~~Quality, as well as~~ his ~~other positions~~service on the audit committees of publicly traded companies provide Mr. Young with ~~Compaq~~a thorough understanding of generally accepted accounting principles and ~~Texas Instruments,~~financial statements. Additionally, Mr. Young’s prior experience provides a solid background for him to advise and consult with the Board on financial and audit-related matters as chairperson of the Finance, Risk Management and Audit Committee, and to serve as the designated audit committee financial expert of the Finance, Risk Management and Audit Committee. Mr. Young’s service on other boards and his extensive knowledge of our company and its business provide us with additional ~~insight into technology and business~~valuable perspective on issues affecting ~~the Company.~~us.

The Board recommends that stockholders vote “For” all of the nominees listed above, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.

~~Employee Stock Purchase Plan~~

The ~~Company maintains an Employee Stock Purchase Plan (“ESPP”) which is intended~~aggregate number of 2016 LTIP Awards granted by the Compensation Committee to ~~qualify for favorable tax treatment under Section 423~~each NEO if all of the ~~Internal Revenue Code. All employees, including executive officers (other than 5% owners of the Company),~~target performance metrics are eligible to participate in the ESPP. Under the ESPP, employees may purchase shares of Company stock through payroll deductions at a discount currently set at 5% of market value. The offering periods under the ESPP are limited to three- or six-months in duration. Employees are limited to a maximum payroll deduction of up to a specified percentage of eligible compensation and may not purchase more than $25,000 in shares each calendar year under the ESPP.

~~Automobile~~

~~We provide automobiles to executive officers for both business and personal use. The executive officers are taxed for their personal use of the automobile.~~

~~Supplemental Executive Disability Income Plan~~

We maintain a supplemental executive disability income plan for executive officers and a small group of upper management employees. The supplemental executive disability income plan targets replacement of 75% of total cash compensation up to $20,000 per month. The plan recognizes the significant variable pay at the senior levels in the Company and the benefit limitations of our basic long-term disability plan, which provides replacement of 60% of base salary only up to $10,000 per month.

~~Executive Wellness Plan~~

We offer an Executive Wellness Plan to the executive officers to assist them in maintaining their health. The plan pays for wellness services, which allow the executive officers an opportunity to have a clear understanding of their current physical condition, risk factors, and ways to improve their health.

~~Chairman’s Trip~~

An annual Chairman’s Trip is held for employees recognized during the year for their outstanding service, and for sales representatives meeting a certain sales target. We believe executive officers should be part of the trip to recognize these outstanding employees of the Company. Therefore, we provide the opportunity for all executive officers and their spouses to attend the Chairman’s Trip. We pay the associated income taxes related to the trip on behalf of the employees and the executive officers.

~~Club Membership~~

We pay country club memberships for executive officers. We believe club memberships provide an opportunity to build business and client relationships while also promoting a healthy lifestyle for each executive officer. Executive officers are taxed on membership dues.

~~Aircraft~~

We provide access to the Company-owned aircraft to the CEO, the president, the chief operating officer, and the executive vice president of sales and marketing for personal use. These individuals are required to reimburse the Company for the incremental cost associated with their personal use of the aircraft. The incremental cost is calculated by multiplying the number of hours of personal use by the average incremental cost per hour. The CEO is not required to reimburse the Company for commuting between his primary residence in the greater Dallas area and a second residence in Arkansas and the Company’s headquarters in Houston, Texas and travel to Georgia where the Company has conference facilities.¹ We think that the CEO’s access to Company-owned aircraft under these circumstances greatly enhances his productivity and work-life balance given the demands of his position and outweighs the expense of such travel to the Company. The CEO and other executives are responsible for paying any income taxes associated with the personal use of the aircraft.

~~Other Personal Benefits~~

~~Periodically, executive officers and other employees attend Company-related activities, such~~achieved was as professional sporting events or out-of-town business meetings and events, for which the Company incurs travel and other event-related expenses. Such events may include the spouses of the executives. We pay the associated income taxes related to these Company-related activities on behalf of executive officers and other employees.follows:



	Aggregate Number of Performance Shares (at Target)	Grant Date Value of Performance Shares¹ (at Target)
Chief Executive Officer and Chairman of the Board	36,345	$2,149,007
Chief Financial Officer, Senior Vice President of Finance and Treasurer	6,580	$389,062
President	11,880	$702,441
Chief Operating Officer and Executive Vice President of Client Services	11,880	$702,441
Executive Vice President of Sales & Marketing	11,880	$702,441



~~_________________~~
¹		The ~~associated incremental cost~~fair value of ~~personal travel is reflected~~the adjusted EBITDA performance metric, which represents 60% of the 2016 LTIP Awards, was $51.66. The fair value of the RTSR performance metric, which represents 40% of the 2016 LTIP Awards, was $70.33. The grant date fair value of the 2016 LTIP Awards assuming achievement of the maximum level of performance are: Mr. Sarvadi - $4,298,014; Mr. Sharp - $778,124; Mr. Rawson - $1,404,881; Mr. Arizpe - $1,404,881; and Mr. Mincks - $1,404,881. Please read Note 11. “Incentive Plans” in ~~“All Other Compensation” included in~~our annual report on Form 10-K for the ~~Summary Compensation Table~~year ended December 31, 2016 filed with the SEC on ~~page 24.~~February 13, 2017 for information regarding fair value of performance awards.

Recipients can earn 50% of the target number of phantom shares if the threshold performance level is achieved and can earn up to 200% of the target number of phantom shares if the maximum performance level is achieved. If the performance metric for a performance period falls below the threshold level, no performance shares will be credited for the performance period. If actual performance results fall between the threshold, target and maximum performance levels, the number of performance shares earned will be determined by interpolation between the applicable performance levels.

The performance objectives and payout percentages for the portion of the first year of the 2016 LTIP Awards subject to the achievement of the adjusted EBITDA performance metric was as follows:



Performance Level	2016 Adjusted EBITDA Performance Objective (in millions)	Payout Percentage
Below Threshold	Less Than $134	0%
Threshold	$134	50%
Target	$144	100%
Maximum	$166	200%

For purposes of the 2016 LTIP Awards, the Compensation Committee certified adjusted EBITDA of $141.2 million for the 2016 performance period. After interpolation, the Compensation Committee determined the LTIP performance modifier to be 85.9% for the first one-third tranche of the 2016 LTIP Award attributed to adjusted EBITDA. To receive the awards, the recipients must remain continuously employed by us throughout the entire three-year performance period and as of the date the Compensation Committee certifies the final results, with limited exceptions for death, disability or change in control.

2015 LTIP Awards

In March 2015, the Compensation Committee granted awards under the LTIP (the “2015 LTIP Awards”) to the NEOs and certain other officers. The 2015 LTIP Awards are subject to a three-year performance period, 2015-2017, with each year being equally weighted for one-third of the target opportunity. For the 2015 LTIP Awards, the Compensation Committee elected to use increasing levels of EBITDA, with certain pre-defined adjustments, as the performance metric, because it is a key indicator of our: (1) overall productivity; (2) effective management of pricing, direct costs and operating expenses; and (3) ability to grow the business while favorably balancing profitability. For the 2016 performance period, adjusted EBITDA for the 2015 LTIP Awards was subject to the same adjustments as the 2016 LTIP Awards. Adjusted EBITDA is a non-GAAP financial measure (for additional information, please see the discussion of Adjusted EBITDA under “— 2016 Executive Compensation Decisions — 2016 Equity Grants”). The 2015 LTIP Awards are payable in shares of our common stock and include dividend equivalents, payable in additional shares of our common stock, with respect to



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the number of phantom shares actually earned pursuant to the 2015 LTIP Awards if and to the extent dividends are paid on our common stock during the performance period.

The second one-third tranche of the 2015 LTIP Awards was subject to achievement of the adjusted EBITDA performance metric and corresponding performance level payout percentages as follows:



Performance Level	2016 Adjusted EBITDA Performance Objective (in millions)	Payout Percentage
Below Threshold	Less Than $106	0%
Threshold	$106	50%
Target	$118	100%
Maximum	$136	200%

Based upon 2016 adjusted EBITDA of $141.2 million, the Compensation Committee determined the LTIP performance modifier to be 200% for the second one-third tranche of the 2015 LTIP Awards.

With regard to the first one-third tranche of the 2015 LTIP Awards, the Compensation Committee previously determined the LTIP performance modifier to be 145.3% based upon a 2015 adjusted EBITDA of $110.0 million.

To receive the awards, the recipients must remain continuously employed by us throughout the entire three-year performance period and as of the date the Compensation Committee certifies the final results, with limited exceptions for death, disability or change in control.

Other Policies

Stock Ownership Guidelines

To further align the interests of the CEO and non-employee directors with those of our stockholders, the Board has adopted stock ownership guidelines for the Company. The stock ownership guidelines provide that the CEO is required to own three times his annual base salary in ~~Company Common Stock~~our common stock and all non-employee directors are required to own three times their annual cash retainer in ~~Company Common Stock.~~our common stock. Stock ownership includes direct stock ownership but does not include unvested stock awards or unexercised stock options. The Company annually monitors and calculates the stock ownership level of each individual, and each individual has five years to meet the applicable ownership requirements. The CEO is in compliance and ~~the~~each non-employee ~~directors are~~director is in compliance or is expected to be in compliance within the applicable time period.

Employment Agreements, Post-Employment and Change in Control Compensation

Our executive officers are employed at will and none have an employment agreement. ~~In 2013, no executive officers departed from the Company.~~ We do not provide the executive officers with any kind of contractual severance. ~~Beginning in 2013, equity~~Equity awards granted to executive officers do not automatically accelerate upon a change in control. Rather such awards contain a “double trigger” requiring a qualifying termination within a prescribed number of months following the change in control in order to accelerate vesting. All outstanding equity awards held by our NEOs are subject to the double trigger requirement.

Incentive Compensation Recoupment Policy (“Clawback Policy”)

In February 2014, the ~~board~~Board adopted a recoupment policy for incentive compensation paid to executive officers and other employees. The ~~policy~~Clawback Policy authorizes the Company to recover excess incentive compensation paid to an executive officer who engaged in, or was aware of and failed to report, fraud or misconduct which results in a restatement of ~~the Company’s~~our financial statements. Incentive compensation paid under the Cash Incentive Program and LTIP is subject to the Clawback Policy.

Risk Assessment

The Company conducted an assessment of our compensation programs and practices for its employees and determined that there are no risks arising from such compensation programs and practices that are reasonably likely to have a material adverse effect on the Company. In arriving at this determination, some of the key risk mitigators included independent review by departments not participating in the compensation program, internal audit review, maintenance of



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a whistleblower line, and external auditor review.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code imposes a $1 million limit on the amount that a public company may deduct for compensation paid to ~~the Company’s~~its principal executive officer or any of ~~the Company’s~~its three other most highly compensated executive officers employed as of the end of the year (other than the principal executive officer or the principal financial officer). This limitation does not apply to compensation that is paid only if the ~~executive’s~~executive officer’s performance meets pre-established objective goals based on performance criteria approved by stockholders. We strive to take action, where possible and considered appropriate, to preserve the deductibility of compensation paid to ~~the Company’s~~our executive officers. We have also awarded compensation that might not be fully tax deductible when such grants were nonetheless in the best interest of the Company and ~~its~~our stockholders. Subject to the requirements of Section 162(m), ~~the Company~~we generally will be entitled to take tax deductions relating to compensation that is performance-based, which may include cash incentives, stock options and other performance-based awards.

~~COMPENSATION COMMITTEE REPORT~~Compensation Committee Report

We have reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on such review, we recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement for filing with the SEC.

The foregoing report is provided by the following directors, who ~~constitute~~are members of the Compensation Committee:

COMPENSATION COMMITTEE

Michael W. Brown, Chairperson

Timothy T. Clifford

Peter A. Feld

Michelle McKenna-Doyle

Compensation Committee Interlocks and Insider Participation

During 2016, Dr. Eli Jones ~~Chairman~~

~~Jack M. Fields, Jr.~~

~~Gregory E. Petsch~~and Messrs. Brown and Feld served on the Compensation Committee prior to the 2016 Annual Meeting of Stockholders, and Mr. Brown, Mr. Feld and Ms. McKenna-Doyle served on the Compensation Committee after the 2016 Annual Meeting of Stockholders, with Mr. Clifford also joining the Compensation Committee upon his appointment to the Board in October 2016. None of the members of the Compensation Committee is currently or has been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of the Board or the Compensation Committee.



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SUMMARY COMPENSATION TABLE

The table below summarizes the total compensation paid or earned by the ~~Company’s~~ CEO, chief financial officer and each of the three other most highly compensated executive officers of the Company ~~(collectively the “NEOs”)~~ for services rendered in all capacities to the Company during ~~2013~~, ~~2012~~2016, 2015 and ~~2011. The Company has~~2014. We have not entered into any employment agreements with any of ~~the~~our NEOs.

The compensation plans under which the grants in the following tables were made are generally described in the Compensation Discussion and Analysis ~~beginning on page 13,~~section, and include the ~~IAIP, a non-equity incentive plan,~~Cash Incentive Program, the 2001 Incentive Plan and the 2012 Incentive Plan, which provide for, among other things, restricted stock ~~grants.~~

grants and LTIP performance awards.

Name and
Principal Position Year Salary
($)
Stock
Awards
($) ¹

Non-Equity Incentive
Plan Compensation
($) ²

All Other Compensation
($) ³
Total
($)
Paul J. Sarvadi, 2013 816,300
1,167,600
283,815
570,406
2,838,121
CEO and Chairman of the Board 2012 811,500
1,080,640
747,220
576,957
3,216,317
2011 766,000
1,236,900
858,824
416,193
3,277,917
Douglas S. Sharp, 2013 378,000
408,660
181,352
79,018
1,047,030
CFO, SVP of Finance and Treasurer 2012 354,000
368,400
235,547
111,298
1,069,245
2011 330,000
530,100
255,753
55,574
1,171,427
Richard G. Rawson, 2013 464,000
700,560
220,948
159,464
1,544,972
President 2012 440,000
690,750
356,343
316,077
1,803,170
2011 422,000
795,150
396,138
177,685
1,790,973
A. Steve Arizpe, 2013 464,000
700,560
208,059
126,649
1,499,268
COO and EVP of Client Services 2012 440,000
690,750
362,465
180,598
1,673,813
2011 422,000
795,150
389,445
125,920
1,732,515
Jay E. Mincks, 2013 442,000
700,560
173,570
107,908
1,424,038
EVP of Sales & Marketing 2012 418,000
690,750
322,626
163,378
1,594,754
2011 393,000
795,150
360,810
89,867
1,638,827



Name and Principal Position	Year	Salary ($)	Stock Awards ($)¹	Non-Equity Incentive Plan Compensation ($)²	All Other Compensation ($)³	Total ($)
Paul J. Sarvadi, Chief Executive Officer and Chairman of the Board	2016	884,000	2,953,612	1,369,078	33,231	5,239,921
	2015	850,000	2,653,896	1,657,500	240,522	5,401,918
	2014	850,000	1,096,000	988,637	497,445	3,432,082
Douglas S. Sharp, Chief Financial Officer, Senior Vice President of Finance and Treasurer	2016	432,480	728,985	411,422	56,250	1,629,137
	2015	408,000	692,160	455,705	78,204	1,634,069
	2014	396,000	383,600	331,572	124,805	1,235,977
Richard G. Rawson, President	2016	513,760	1,111,588	570,304	63,653	2,259,305
	2015	494,000	1,320,840	678,188	109,064	2,602,092
	2014	482,000	657,600	464,087	237,696	1,841,383
A. Steve Arizpe, Chief Operating Officer and Executive Vice President of Client Services	2016	513,760	1,111,588	567,249	62,239	2,254,836
	2015	494,000	1,320,840	672,282	113,514	2,600,636
	2014	482,000	657,600	467,921	224,498	1,832,019
Jay E. Mincks, Executive Vice President of Sales & Marketing	2016	490,880	1,111,588	549,771	65,808	2,218,047
	2015	472,000	1,320,840	615,902	81,965	2,490,707
	2014	460,000	657,600	437,296	211,367	1,766,263

The amounts in this column represent the aggregate grant date fair value of ~~restricted stock~~awards granted in the year ~~indicated.~~indicated and includes time-vested restricted stock and the 2015 LTIP Awards and the 2016 LTIP Awards. The grant value of the 2015 LTIP Awards is shown at target. Actual awards may range from 0% to 200% of the target number of phantom shares if the maximum performance level is achieved. The grant date fair value of the 2015 LTIP Awards assuming achievement of the maximum level of performance are: Mr. Sarvadi - $3,204,960; Mr. Sharp - $559,680; Mr. Rawson - $1,198,560; Mr. Arizpe - $1,198,560; and Mr. Mincks - $1,198,560. The grant date value of the 2016 LTIP Awards is shown at target. Actual awards may range from 0% to 200% of the target number of phantom shares if the maximum performance level is achieved. The grant date fair value of the 2016 LTIP Awards assuming achievement of the maximum level of performance are: Mr. Sarvadi - $4,298,014; Mr. Sharp - $778,124; Mr. Rawson - $1,404,881; Mr. Arizpe - $1,404,881; and Mr. Mincks - $1,404,881. For additional information, refer to Note 11, “Incentive Plans,” in the Notes to Consolidated Financial Statements included in ~~Insperity’s~~the Company’s annual report on Form 10-K for the year ended December 31, ~~2013~~2016 filed with the ~~Securities and Exchange Commission~~SEC on February ~~10, 2014~~.13, 2017. See the Grants of Plan-Based Awards Table ~~on page 25~~ for information on awards made in ~~2013~~.2016. These amounts do not correspond to the actual value that will be realized by the NEO.

Represents variable cash compensation earned and awarded by the Compensation Committee under the ~~IAIP.~~Cash Incentive Program. A description of the Cash Incentive Program is included in “Elements of Compensation — Variable Cash Compensation” in the Compensation Discussion and Analysis, and the determination of performance-based bonuses for fiscal year 2016 is contained in “2016 Executive Compensation Decisions — Cash Incentive Program Target Bonus Percentage” of the Compensation Discussion and Analysis.

All other compensation in ~~2013~~2016 includes the following: Company-provided automobiles; ~~country club memberships;~~ 401(k) matching contributions; ~~dividends on unvested restricted stock grants;~~ premiums for executive disability insurance; occasional use of Company-owned property; costs associated with the Chairman’s Trip and other travel and associated federal income taxes. Certain of the aforementioned items involved no incremental cost to the Company. The federal income taxes associated with the Chairman’s Trip and other travel paid by the Company on behalf of the executives ~~were as follows: Mr. Sarvadi - $57,379; Mr.~~during 2016 totaled $8,947 for Messrs. Arizpe, Mincks, Rawson ~~- $22,942; Mr. Arizpe - $10,239; Mr. Mincks - $8,083;~~ and ~~Mr. Sharp - $5,773.~~Sharp. The 401(k) matching contributions made by the Company during ~~2013~~2016 for the NEOs totaled ~~$7,650~~$15,900 each. Dividends paid to Messrs. Sarvadi, Sharp, Rawson, Arizpe and Mincks on unvested restricted stock holdings totaled $52,678; $19,040; $32,640; $32,640 and $32,640, respectively. The incremental cost of Mr. Arizpe’s use of a Company-leased vehicle was $25,377. The Company owns an aircraft that is used by its executives for business and, on occasion, personal travel. In addition, Mr. Sarvadi uses the Company’s aircraft to commute to his residences and certain other business related entertainment travel for which he is not required to reimburse the Company. The total incremental cost of such travel for Mr. Sarvadi and Mr. Rawson, including lost income tax deductions, was $355,864 and $27,824, respectively. In the instances where the aircraft is used for personal travel, the executive is required to reimburse the Company for the associated incremental costs. The incremental cost for personal use of Company aircraft is calculated at an hourly rate that takes into account variable costs incurred as a result of the personal flight activity, including fuel, communications and travel expenses for the flight crew. It excludes non-variable costs, such as regularly scheduled inspections and maintenance that would have been incurred regardless of whether there was any personal use of the aircraft. During ~~2013, Messrs. Sarvadi and Rawson reimbursed the Company $259,915 and $69,647, respectively, for personal travel costs.~~



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GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides information about equity and non-equity awards granted to ~~the~~our NEOs in ~~2013~~.

2016:


												Estimated Possible Payouts Under Non-Equity Incentive Plan Awards¹							Estimated Possible Payouts Under Equity Incentive Plan Awards²						All Other Stock Awards: Number of Shares of Stock or Units (#)³		Grant Date Fair Value of Stock and Option Awards ($)⁴
Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ¹						All Other Stock Awards: Number of Shares of Stock or Units (#) ²		Grant Date Fair Value of Stock and Option Awards ($) ³	Grant Date	Threshold ($)		Target ($)		Maximum ($)			Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards ($)⁴
		Threshold ($)		Target ($)		Maximum ($)
				Target ($)	All Other Stock Awards: Number of Shares of Stock or Units (#) ²	Maximum ($)
Paul J. Sarvadi											N/A	574,600		1,149,200		2,183,480			—		—		—		—		—
	N/A	Threshold ($)	489,800			979,600			1,469,300				—		—		3/29/2016	—		—		—			—		—		—		15,575	804,605
	2/19/2013	—		—			—		40,000			1,167,600		3/29/2016	—		—		—			18,173		36,345		72,690		—		2,149,007
Douglas S. Sharp	N/A	160,700		321,300		337,400		—		—	N/A	183,804		367,608		477,890			—		—		—		—		—
Douglas S. Sharp	2/19/2013	—		—		—		14,000		408,660	3/29/2016	—		—		—			—		—		—		6,580		339,923
Douglas S. Sharp											3/29/2016	—		—		—			3,290		6,580		13,160		—		389,062
											N/A	256,880		513,760		770,640			—		—		—		—		—
	N/A	232,000		464,000		556,800		—		—	3/29/2016	—		—		—			—		—		—		7,920		409,147
Richard G. Rawson	2/19/2013	—		—		—		24,000		700,560	3/29/2016	—		—		—			5,940		11,880		23,760		—		702,441
Richard G. Rawson	N/A	232,000		464,000		556,800		—		—	N/A	256,880		513,790		770,640			—		—		—		—		—
A. Steve Arizpe	2/19/2013	—		—		—		24,000		700,560	3/29/2016	—		—		—			—		—		—		7,920		409,147
A. Steve Arizpe											3/29/2016								5,940		11,880		23,760		—		702,441
Jay E. Mincks	N/A	221,000		442,000		530,400		—		—	N/A	245,440		490,880		736,320			—		—		—		—		—
Jay E. Mincks	2/19/2013	—		—		—		24,000		700,560	3/29/2016	—		—		—			—		—		—		7,920		409,147
Jay E. Mincks											3/29/2016	—		—		—			5,940		11,880		23,760		—		702,441

~~Eliminated automatic acceleration of new equity awards for executive officers in the event of a change in control of the Company by requiring a qualifying termination of employment for vesting;~~



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~~Adopted a policy prohibiting employees and directors from hedging the Company’s Common Stock; and~~

~~Adopted a policy to prohibit significant pledging of the Company’s Common Stock by employees and directors.~~

~~Already in 2014, and in furtherance~~

Table of our compensation objectives and commitment to best practices, the Compensation Committee and Board adopted a clawback policy for incentive compensation paid to executive officers based upon the achievement of financial results which are later the subject of a financial restatement.Contents

~~The Company also continues to observe the following best practices:~~

~~Maintains a pay-for-performance philosophy;~~

~~Does not maintain employment agreements with the NEOs;~~

~~Does not provide any supplemental executive pension benefits;~~

~~Maintains stock ownership guidelines for the CEO;~~

~~Does not provide excess parachute payments in the event of a change in control;~~

~~Does not provide any tax gross-ups in the event of a change in control;~~

~~Does not provide any tax gross-ups on perquisites to executive officers, except for limited business related travel; and~~

~~Does not provide post-retiree medical coverage.~~

Stockholders are being asked to vote on the following resolution:

“RESOLVED, that the compensation paid to Insperity’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.”

~~Table of Contents~~

The Board recommends that stockholders indicate their support by selecting “For” when voting on our executive compensation program. While the results of the advisory vote are non-binding, the Board and Compensation Committee will consider the outcome of the vote when ~~evaluating whether any actions are necessary when considering~~making future executive compensation decisions.

The Board unanimously recommends that you select “For” the adoption of the resolution approving the compensation of the Company’s NEOs. Properly dated and signed proxies will be so voted unless stockholders specify otherwise.



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PROPOSAL NUMBER 3:

ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, we are providing our stockholders with an opportunity to make a non-binding recommendation on how often we should include a “say-on-pay” proposal in our proxy materials for future annual stockholder meetings (a “say-on-pay frequency proposal”). Under this Proposal No. 3, stockholders may recommend their preference to hold a say-on-pay advisory vote every year, every two years, or every three years.

At the 2011 Annual Meeting of Stockholders, stockholders voted on a similar proposal and a majority recommended that we hold an annual advisory vote on executive compensation. In light of the 2011 stockholder advisory vote results, the Board has held a non-binding vote on NEO compensation annually thereafter. We are required to hold a say-on-pay frequency advisory vote every six years.

After careful consideration, the Board has determined that continuing to hold a say-on-pay advisory vote every year remains a valuable opportunity for our stockholders to express their opinion and provide feedback on our compensation practices. Although the results of the vote on this Proposal No. 3 are not binding on the Board, the Board and Compensation Committee value stockholders’ opinions and will take the results into account when determining the frequency of conducting a say-on-pay advisory vote.

Stockholders are being asked to vote on the following resolution:

“RESOLVED, on an advisory basis, that the stockholders’ preferred frequency for holding an advisory vote on the compensation paid to Insperity’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, shall either be once every year, once every two years, or once every three years, as determined by whichever frequency option receives the greatest number of votes cast.”

The Board recommends that stockholders vote to hold say-on-pay advisory votes every year (as opposed to every two years or three years). While the results of the advisory vote are non-binding, the Board and Compensation Committee will consider the outcome of the vote when evaluating whether it is in the best interest of our stockholders and the Company to hold a say-on-pay advisory vote more or less frequently than the option preferred by our stockholders.

The Board unanimously recommends that you select “One Year” for the say-on-pay frequency resolution. Properly dated and signed proxies will be so voted unless stockholders specify otherwise.



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PROPOSAL NUMBER 4:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Finance, Risk Management and Audit Committee has appointed the firm of Ernst & Young LLP (“Ernst & Young”) as ~~the Company’s~~our independent registered public accounting firm for the year ending December 31, ~~2014, subject to ratification by~~2017. If our stockholders do not ratify the ~~Company’s stockholders.~~appointment of Ernst & Young, then the Finance, Risk Management and Audit Committee will reconsider the appointment and may or may not consider the appointment of another independent registered public accounting firm for the Company for 2017 or future years. Ernst & Young has served as ~~the Company’s~~our independent registered public accounting firm since 1991. Representatives of Ernst & Young are expected to be present at the 2017 Annual Meeting of Stockholders and will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from those attending the meeting.

Fees of Ernst & Young ~~LLP~~

Ernst & Young’s fees for professional services totaled ~~$1,029,400~~$1,214,020 in ~~2013~~2016 and ~~$1,039,100~~$1,154,300 in ~~2012~~.2015. During ~~2013~~2016 and ~~2012~~,2015, Ernst & Young’s fees for professional services included the following:

Audit Fees — fees for audit services, which relate to the consolidated audit, internal control audit in compliance with Sarbanes-Oxley Section 404, quarterly reviews, subsidiary audits and related matters, were ~~$815,000~~$975,600 in ~~2013~~2016 and ~~$827,700~~$930,880 in ~~2012~~.

2015.

Audit-Related Fees — fees for audit-related services, which consisted primarily of the SOC 1 Report, the retirement plan audits, and quarterly agreed-upon procedures, were ~~$212,000~~$235,920 in ~~2013~~2016 and ~~$209,000~~$220,920 in ~~2012~~.

2015.

•Tax Fees — there were no fees for tax services in ~~2013~~2016 or in ~~2012~~.2015.

All Other Fees — there were fees of ~~$2,400~~$2,500 in ~~both~~ ~~2013~~2016 and ~~2012~~,$2,500 in 2015, which were annual subscription fees for Insperity’s use of Ernst and Young’s online research databases and other research tools.

The Finance, Risk Management and Audit Committee reviewed the non-audit services provided to ~~the Company~~us by Ernst & Young and considered whether ~~Ernst & Young’s~~the provision of such services was compatible with Ernst & Young maintaining its independence.

Finance, Risk Management and Audit Committee Pre-Approval Policy for Audit and Non-Audit Services

The Finance, Risk Management and Audit Committee has established a policy that requires pre-approval of the audit and non-audit services performed by the independent auditor. Unless a service proposed to be provided by the independent auditors has been pre-approved by the Finance, Risk Management and Audit Committee under its pre-approval policies and procedures, it will require specific pre-approval of the engagement terms by the Finance, Risk Management and Audit Committee. Under the policy, pre-approved service categories are generally provided for up to 12 months and must be detailed as to the particular services provided and sufficiently specific and objective so that no judgments by management are required to determine whether a specific service falls within the scope of what has been pre-approved. In connection with any pre-approval of services, the independent auditor is required to provide detailed back-up documentation concerning the specific services to be provided.

The Finance, Risk Management and Audit Committee may delegate pre-approval authority to one or more of its members, including a subcommittee of the Finance, Risk Management and Audit Committee. The member or members to whom such authority is delegated shall report any pre-approval actions taken by them to the Finance, Risk Management and Audit Committee at its next scheduled meeting. The Finance, Risk Management and Audit Committee does not delegate to management any of its responsibilities to pre-approve services performed by the independent auditor.

None of the services related to the Audit-Related Fees or Other Fees described above was approved by the Finance, Risk Management and Audit Committee pursuant to the waiver of pre-approval provisions set forth in applicable rules of the SEC.



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Required Affirmative Vote

If the votes cast in person or by proxy at the ~~2014~~2017 Annual Meeting of Stockholders in favor of this proposal exceed the votes cast opposing the proposal, the appointment of Ernst & Young ~~LLP~~ as the Company’s independent registered public accounting firm for the year ending December 31, ~~2014~~,2017, will be ratified. If the appointment of Ernst & Young is not ratified, the Finance, Risk Management and Audit Committee will reconsider the appointment.

The Board and the Finance, Risk Management and Audit Committee recommend that stockholders vote “For” the ratification of appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm, and proxies executed and returned will be so voted unless contrary instructions are indicated thereon.



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PROPOSAL NUMBER 5:

APPROVAL OF THE INSPERITY, INC. 2012 INCENTIVE PLAN, AS AMENDED AND RESTATED

The Board has unanimously adopted a resolution to submit to a vote of our stockholders the Insperity, Inc. 2012 Incentive Plan, as amended and restated (the “Amended Plan”), as set forth in Appendix A to this proxy statement.

Our Board adopted the 2012 Insperity, Inc. Incentive Plan (“Original Plan”) on May 16, 2012, and our stockholders approved the Original Plan at our 2012 Annual Meeting of Stockholders. We are asking our stockholders to approve the Amended Plan, effective as of the date of the 2017 Annual Meeting of Stockholders (the “Effective Date”), primarily to increase the number of shares that may become subject to awards, and to reapprove the material terms of the performance-based goals under the plan.

We are seeking stockholder approval to increase the number of shares of our common stock available for issuance under the Amended Plan by 1,000,000 shares. We believe that number will provide us with enough shares to support awards under the Amended Plan for at least four years based on the current price of our shares and anticipated future equity grants under the Amended Plan. In addition to reflecting the prior amendments to the Original Plan, the Amended Plan:



	•		removes the requirement in the Original Plan that generally requires accelerated or single trigger vesting of awards upon a change in control of the Company and preserves the discretion of the Compensation Committee of our Board to accelerate or not accelerate awards upon a change in control of our Company;
	•		confirms that the expiration of all options and stock appreciation rights granted under the Amended Plan will be no later than the 10th anniversary of their grant date;
	•		adds a calendar year limit on total compensation (cash paid outside the Amended Plan and awards granted under the Amended Plan, excluding any amounts deferred from a prior calendar year) paid to a non-employee director by the Company of $500,000; and
	•		increases the calendar year limit for awards payable to an employee in cash from $4,000,000 to $5,000,000.

Approval of the Amended Plan by our stockholders will also preserve the deductibility under the Internal Revenue Code (the “Code”) of performance-based awards paid to our Chief Executive Officer and our other executive officers. Section 162(m) of the Code denies an employer a tax deduction for certain compensation in excess of $1 million paid to “covered employees” of a publicly held corporation unless the compensation is qualified performance-based compensation. The regulations adopted under Section 162(m) of the Code generally require that stockholders approve the material terms of the performance-based goals, and that performance-based goals be submitted for reapproval no later than five years after the initial stockholder approval. Our stockholders approved the performance-based goals in the Original Plan when they approved the Original Plan at our 2012 Annual Meeting of Stockholders. In connection with approval of the Amended Plan, our stockholders will reapprove the material terms of the Amended Plan’s performance-based goals. The performance-based goals are described below under the caption “—Terms, Conditions and Limitations of Employee Awards—Performance Objectives.”

The Amended Plan’s purposes are to: (i) retain and attract persons of training, experience and ability to serve as employees of the Company and its subsidiaries and to serve as non‑employee directors of the Company; (ii) encourage a sense of proprietorship of such persons; and (iii) stimulate the active interest of such persons in the development and financial success of the Company and its subsidiaries. Our Board believes that the Amended Plan is designed to achieve its objectives.

Required Affirmative Vote

If the votes cast in person or by proxy at the Annual Meeting in favor of Proposal 5 exceed the votes cast opposing the proposal, the Amended Plan will be approved. If stockholders do not approve the Amended Plan, although the Company would continue to have the authority to grant awards under the terms of the Original Plan as currently in effect, the failure of the stockholders to reapprove the material terms of the performance-based goals as required to comply with Section 162(m) of the Code likely would cause the Company to lose tax deductions for certain compensation paid to covered employees.



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THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO APPROVE THE 2012 INCENTIVE PLAN, AS AMENDED AND RESTATED, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

Summary of the Amended Plan

The following summary of the Amended Plan is qualified by reference to the full text thereof, which is attached as Appendix Ato this proxy statement.

Current Awards Outstanding

In February 2017, the company certified performance results on outstanding LTIP awards and made its annual grant of restricted stock and LTIP awards to employees. A summary of shares outstanding under the Original Plan and the 2001 Plan that includes these events is provided below as of April 24, 2017:



Stock options outstanding	7,813
Weighted average exercise price	$30.59
Weighted average remaining contractual life	4.1 years
Restricted stock outstanding	382,422
LTIP awards outstanding	541,316
Shares remaining for grant under the Original Plan	377,925
Common Stock outstanding	21,069,303

Shares of Common Stock Reserved

The Original Plan originally reserved an aggregate number of 1,200,000 shares, plus 561,805 shares of our common stock reserved, but not issued, under the Insperity, Inc. 2001 Incentive Plan (the “2001 Plan”), and shares subject to outstanding awards under the 2001 Plan that are forfeited, terminated, expire unexercised, settled in cash, exchanged for awards that do not involve common stock, or withheld to pay the exercise price or taxes associated with such awards. As of April 24, 2017, there are 377,925 shares of our common stock in the Original Plan available for future awards. Please see footnote 4 to the “Securities Reserved for Issuance under the Equity Compensation Plans Table” for additional information. The Amended Plan would add 1,000,000 shares of our common stock for a total of 2,761,805 shares of our common stock reserved for awards under the Amended Plan (which includes 561,805 shares from the 2001 Plan), of which 1,377,925 shares of our common stock will be available for future awards under the Amended Plan. The share limit is subject to adjustment for certain transactions affecting our common stock. Shares subject to awards that are forfeited, terminated, expire unexercised, settled in cash, exchanged for awards that do not involve common stock, or withheld to pay the exercise price or taxes for an award, will not count against this limit and can be re‑granted under the Amended Plan.

Eligibility for Participation

All employees of the Company and its subsidiaries and non‑employee directors of the Company are eligible for awards under the Amended Plan.

Administration

The Amended Plan is administered by the Compensation Committee (the “Committee”) of the Board. The Committee will select the employees who will receive awards (“employee awards”), determine the type and terms of awards to be granted, and interpret and administer the Amended Plan. Our Board will have the power to grant awards to our non-employee directors (“director awards”) and determine the type and terms of the director awards. Neither the Board nor the Committee may delegate to any person the authority to grant awards to, or take other action with respect to, participants who are subject to Section 16 of the Securities Exchange Act of 1934, as amended.

Awards under the Amended Plan may be granted in tandem with other compensation. The Committee (or, the Board in the case of director awards) may extend the exercisability, accelerate vesting or exercisability and waive restrictions in any manner not adverse to the participant. However, without prior stockholder approval, stock options and



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stock appreciation rights granted under the Amended Plan may not be re‑priced or exchanged for a cash buyout or settlement with a lower exercise price. In certain limited circumstances for capitalization changes (for example, a stock split), the number of awards may be equitably adjusted.

Terms, Conditions and Limitations of Employee Awards

The Committee may grant employee awards to employees of the Company and its subsidiaries subject to the terms and conditions as determined by the Committee and as set forth in the Amended Plan in one or more of the following types of awards described below.

Performance Objectives

The Committee may condition any employee award under the Amended Plan on the achievement of one or more performance objectives. The term “performance objectives” means the objectives established by the Committee that are to be achieved with respect to an award, which may be described in terms of Company‑wide objectives, in terms of objectives that are related to performance of a division, subsidiary, department, business unit, product, service, business solution, geographic market or function within the Company or a subsidiary in which the participant receiving the award is employed, or in individual, worksite employee (including per individual, aggregate or average worksite employee(s)), or other terms, and which shall relate to the period of time determined by the Committee. The Committee shall determine the performance objectives to be achieved and the length of time allowed to achieve any performance objectives.

The performance objectives intended to qualify under Section 162(m) of the Code shall be with respect to one or more of the following (including on a standalone basis, or in combination with, or in relation to, other performance objectives and which may be subject to adjustments determined at the time the performance goals are established): cash flows; client margin; client retention; customer margin; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization expenses; earnings before taxes and unusual or nonrecurring items; earnings per share; earnings per share growth; economic value added; fee revenue; gross mark‑up per worksite employee; gross profit; net earnings; number of paid worksite employees; operating expenses; operating income; operating margin; profit margin; return on assets; return on capital employed in the business; return on equity; return on investment; return on sales; return on total capital; revenue; service efficiency; stock price performance; total profit; total revenue; total revenue less bonus payroll and total stockholder return.

The Committee determines, at the time the Award is granted, which performance objectives to use with respect to an award, the weighting of the objectives if more than one is used, and whether the objective is to be measured against a Company‑established budget or target, an index or a peer group of companies. A performance objective may include multiple measuring levels, with the size of the performance award based on the level attained. A performance objective need not be based on an increase or a positive result and may include, for example, maintaining the status quo or limiting economic losses.

Employee Stock Options

Stock options granted to employees are subject to such terms and conditions as may be established by the Committee, except that the option exercise price cannot be less than the fair market value per share of the our common stock on the date of grant. Stock options may be granted either as incentive stock options (“ISOs”) under Section 422 of the Code, nonqualified stock options or a combination thereof. No stock option may be exercised more than 10 years after the date of grant. Payment of the option exercise price may be by: (i) cash or check; (ii) transfer of shares of our common stock already owned by the optionee, if permitted by the Committee; or, (iii) a “cashless broker exercise” procedure.

Performance Awards

The Committee may grant a performance award consisting of any type of award or combination of awards. A performance award is subject to the achievement of one or more performance objectives.

Performance Units

The Committee may grant an award in performance units. Performance units are units equivalent to $100 (or such other value as the Committee determines) and may consist of payments in cash, shares of our common stock or a combination thereof, payable upon the achievement of specified performance goals.



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Stock Award (including Restricted Stock)

The Committee may grant an award of our common stock, which may be restricted stock, or an award that is denominated in units of our common stock.

Phantom Stock Award

The Committee may grant phantom shares of our common stock to employees, which may be payable in cash, shares of our common stock or a combination thereof.

Stock Appreciation Right

The Committee may grant an award that is in the form of a stock appreciation right (“SAR”). A SAR is the right to receive an amount of our common stock or cash equal to the appreciation in value of a specified number of shares of our common stock over a particular period of time not to exceed 10 years. SARs are subject to such terms and conditions as may be established by the Committee, except that the SAR exercise price cannot be less than the fair market value per share of our common stock on the date of grant.

Cash Award

The Committee may grant an award in cash.

Other Stock‑Based Awards

The Committee, in its discretion, may grant other forms of awards based on, or payable in, shares of our common stock.

Annual Award Limits for Employees

During any one calendar year, employee awards with respect to our common stock to any individual participant are limited to 400,000 shares from each of the following categories: (i) options or SARs; (ii) stock awards (excluding restricted stock), phantom stock awards or other stock‑based awards; and (iii) restricted stock. During any one calendar year, no employee participant may receive an aggregate payment under cash awards or performance awards payable in cash in excess of $5,000,000.

Terms, Conditions and Limitations of Director Awards

The Board may grant director awards to non‑employee directors that consist of the same forms of awards available to employees, excluding ISOs, with such awards subject to the terms and conditions determined by the Board and as set forth in the Amended Plan.

The Amended Plan provides that no non-employee director may be granted during any one calendar year director awards having a value determined on the grant date that, when added to all cash compensation paid to the director during the same calendar year excluding any amounts deferred from a prior calendar year, would exceed $500,000.

Other Terms and Limitations

Minimum Vesting Provisions for Certain Types of Employee Awards.

Stock options, phantom shares of our common stock, stock awards, and SARs, any of which are not performance awards, that are granted to employees are subject to a minimum vesting period of 3 years from the date of grant, provided that (i) vesting of such awards may occur pro-rata over the minimum vesting period, (ii) the Committee may provide for earlier vesting of such awards if granted in conjunction with an employee’s date of hire or upon termination of employment due to death, disability or a change in control, and (iii) the minimum vesting provisions do not apply to an award that is granted in lieu of salary or bonus.

Transferability

Awards under the Amended Plan generally will not be transferable other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order; provided, however, the Committee may, in its discretion,



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permit a participant to transfer all or a portion of any Award that is not an ISO to the participant’s “immediate family members” (as defined in the Amended Plan), or a trust for the exclusive benefit of immediate family members or a partnership in which immediate family members and the participant are the only partners.

Deferral

The Committee, in its discretion, may permit participants to elect to defer payment of some or all types of awards or provide for the deferral of an award. Deferrals will only be permitted in compliance with Section 409A of the Code.

Dividends and Interest

An award denominated in our common stock or units of our common stock may include dividends or dividend equivalent rights. The Committee may also establish rules for the crediting of interest on deferred cash payments and dividend equivalents for deferred payments denominated in our common stock or units of our common stock. No outstanding option or SAR has been granted with a dividend equivalent right.

Adjustments to Awards Following Grant

The Committee may provide for adjustment of awards following grant under the Amended Plan in limited circumstances. In the event of any common stock distribution or split, recapitalization, extraordinary distribution, merger, consolidation, combination or exchange of shares of our common stock or similar change or upon the occurrence of any other event that the Committee, in its sole discretion, deems appropriate, the Committee may adjust the number, price, award limitations and/or shares covered by an award to prevent diminution or enlargement of the benefits or potential benefits intended under the Amended Plan.

In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to: (i) issue or assume awards; (ii) accelerate the vesting and exercisability of, or lapse of restrictions or cancellation thereof with respect to awards; and (iii) cancel and terminate unexercised awards in exchange for cash in an amount determined to be the fair market value of such awards. The Committee may amend any stock‑based award to reflect a change in accounting rules, and may amend any award that is not intended to meet the requirements of Section 162(m) of the Code for a significant event to reflect the original intent of the award.

Award Exercise

A participant must pay the exercise price of an award in cash at the time of exercise, unless the Committee permits the exercise price to be paid in the form of shares of our common stock or by surrendering all or part of that award or another award.

Tax Withholding

The Amended Plan permits the Committee to allow a participant, upon exercise, payment or vesting of an award, to satisfy any applicable tax withholding requirements in the form of shares of our common stock, including shares issuable upon exercise, payment or vesting of such award.

Change in Control

The Original Plan provides that, upon a “change in control” of the Company (as defined in the plan), all awards would become immediately exercisable or payable unless otherwise provided. While the Committee retains broad administrative authority to accelerate vesting or exercisability of awards under the Amended Plan, automatic single trigger accelerated vesting is not provided under the terms of the Amended Plan. The Amended Plan states that the Committee may provide in an agreement with the participant for a supplemental payment to mitigate the effect of “golden parachute” excise taxes. In the absence of such an agreement, certain payments payable to the participant, whether under the Amended Plan or otherwise (as listed in the Amended Plan), will be limited so as to avoid the impact of the golden parachute excise tax.

Amendment and Termination

The Board may amend, alter or discontinue the Amended Plan, except that no amendment or alteration that would impair the rights of a holder of any award shall be made without the holder’s consent, and no amendment or



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alteration shall be effective prior to approval by the stockholders to the extent the Board determines such approval is required by applicable laws, regulations or exchange requirements.

Federal Income Tax Consequences

Options

The Internal Revenue Code provides that a participant receiving a nonqualified option ordinarily does not realize taxable income upon the grant of the option. A participant does, however, realize compensation income taxation at ordinary income tax rates upon the exercise of a nonqualified option to the extent that the fair market value of our common stock on the date of exercise exceeds the option price. When the participant sells the shares acquired pursuant to a nonqualified option, any gain or loss will be short‑term or long‑term capital gain or loss.

The grant of an ISO does not result in taxable income to a participant. The exercise of an ISO also does not result in taxable income, provided that the circumstances satisfy the requirements in the Code. However, the exercise of an ISO may give rise to alternative minimum tax liability for the participant. In addition, if the participant does not dispose of the shares of our common stock acquired upon exercise of an ISO during the statutory holding period, then any gain or loss upon subsequent sale of the shares of our common stock will be a long‑term capital gain or loss. The statutory holding period lasts until the later of two years from the date the option is granted or one year from the date the shares of our common stock are transferred to the participant pursuant to the exercise of the option.

If the statutory holding period requirements for an ISO are satisfied, the Company may not claim any federal income tax deduction upon either the exercise of the ISO or the subsequent sale of the shares of our common stock received upon exercise. If these requirements are not satisfied (a “disqualifying disposition”), the amount of ordinary income taxable to the participant is the lesser of: (i) the fair market value of our common stock on the date of exercise minus the option price; or, (ii) the amount realized on disposition minus the option price. Any gain in excess of that amount is capital gain, while any loss recognized will be a capital loss.

For nonqualified options, the Company is generally entitled to a federal income tax deduction in an amount equal to the ordinary income realized by the participant.

Restricted Stock and Stock Awards

A participant acquiring a restricted stock award or other stock award will generally recognize ordinary income equal to the fair market value of the shares on the vesting date of the award, less any amount paid, if any, by the participant. Under Section 83(b) of the Code, a participant may elect to include in ordinary income at the time restricted stock is first issued, the excess of the fair market value of the stock at the time of issuance over the amount paid, if any, by the participant. In this event, any subsequent change in the value of the shares will be recognized for tax purposes as capital gain or loss upon disposition of the shares. A participant makes a Section 83(b) election by filing the election with the IRS no later than 30 days after the restricted stock is transferred to the participant. With a Section 83(b) election, the participant will not be entitled to any loss deduction if the shares with respect to which a Section 83(b) election was made are later forfeited. Absent a Section 83(b) election, any cash dividends or other distributions paid with respect to the restricted stock prior to the lapse of the restrictions or risk of forfeiture will be included in the participant’s ordinary income as compensation at the time of receipt and subsequent appreciation or depreciation will be recognized as capital gain or loss. The Company will generally be entitled to a deduction for federal income tax purposes at the same time and in the same amount that a participant recognizes ordinary income from restricted stock or stock awards under the Amended Plan.

Stock Appreciation Rights and Phantom Stock

Generally, a participant will not recognize any taxable income upon the award of SARs or phantom stock. At the time the participant receives the payment for the SAR or phantom stock, the fair market value of shares of our common stock or the amount of any cash received in payment for such awards generally is taxable compensation to the participant taxed as ordinary income. The Company or one of its subsidiaries will generally be entitled to a deduction for federal income tax purposes at the same time and in the same amount that a participant recognizes ordinary income from SARs or phantom stock under the Amended Plan.



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Performance Awards

A participant will generally not recognize any taxable income upon the grant of performance awards or performance units. Upon settlement of such awards, participants normally will recognize ordinary income in the year of receipt equal to the amount of cash and the fair market value of any shares of our common stock received. The Company or one of its subsidiaries will generally be entitled to a deduction for federal income tax purposes at the same time and in the same amount that a participant recognizes ordinary income from performance awards or performance units under the Amended Plan.

Certain Tax Code Limitations on Deductibility

Section 162(m) of the Code generally disallows a federal income tax deduction to any publicly held corporation for compensation paid in excess of $1,000,000 in any taxable year to the company’s principal executive officer or any of the company’s three other most highly compensated executive officers employed as of the end of the year (other than the principal executive officer or the principal financial officer), to the extent the compensation is not performance‑based. The Company has structured the Amended Plan so that resulting compensation can be designed to qualify as performance‑based compensation. However, the Committee may grant awards and compensations under the Amended Plan or otherwise that is or may become non-deductible and expects to consider whether it believes such grants are in our best interest, balancing tax efficiency with long-term strategic objectives. To allow the Company to qualify the compensation, it is seeking stockholder approval of the Amended Plan and the material terms of the related performance goals.

The exercisability of an option or SAR, the elimination of restrictions on restricted stock, or the payment of stock awards, performance awards or phantom stock, may be accelerated as a result of a change in control. If any of the foregoing occurs, and the total parachute payments to the participant are not sufficiently reduced under terms of the Amended Plan, an excess parachute payment under the Code could result, triggering a 20% excise tax (in addition to income tax otherwise owed) payable by the participant. The Company will not be entitled to a deduction for that portion of any “parachute payment” that is subject to the excise tax.

Section 409A

Section 409A to the Code generally provides that any deferred compensation arrangement that does not meet specific requirements regarding the timing of payouts, advance election of deferrals and restrictions on acceleration of payouts results in immediate taxation of any amounts deferred to the extent not subject to a substantial risk of forfeiture. In addition, tax on the amounts included in income as a result of not complying with Section 409A are increased by an interest component as specified by statute, and the amounts included in income are also subject to a 20% excise tax on the participant. In general, to avoid a Section 409A violation, amounts deferred may only be paid out on separation from service, disability, death, a specified time, a change in control (as defined by the Treasury Department) or an unforeseen emergency. Furthermore, the election to defer generally must be made in the calendar year prior to the performance of services, and any provision for accelerated payout other than for reasons specified by the Treasury may cause the amounts deferred to be subject to early taxation and to the imposition of the excise tax. Section 409A is broadly applicable to any form of deferred compensation other than tax‑qualified retirement plans and bona fide vacation, sick leave, compensatory time, disability pay or death benefits, and may be applicable to certain awards under the Amended Plan. The Company intends that any awards granted under the Amended Plan satisfy the requirements of Section 409A to avoid the imposition of the excise tax thereunder.

THE ABOVE SUMMARY OF THE EXPECTED EFFECT OF THE FEDERAL INCOME TAX UPON PARTICIPANTS IN THE AMENDED PLAN IS NOT COMPLETE, AND THE COMPANY RECOMMENDS THAT THE PARTICIPANTS CONSULT THEIR OWN TAX ADVISORS FOR ADVICE. MOREOVER, THE ABOVE SUMMARY IS BASED UPON CURRENT FEDERAL INCOME TAX LAWS, WHICH ARE SUBJECT TO CHANGE. THE TAX TREATMENT UNDER FOREIGN, STATE OR LOCAL LAW IS NOT COVERED IN THE ABOVE SUMMARY.

As of the date of the 2017 Annual Meeting of Stockholders, no awards will have been granted under the Amended Plan. Subject to stockholder approval of the Amended Plan, the allocation of awards in 2017 under the Amended Plan is not currently determinable because awards will be made in accordance with future decisions of the Committee following the general guidelines of the Amended Plan. A description of the awards granted during 2016 to our NEOs under the Original Plan can be found under “Executive Compensation—Compensation Discussion and Analysis—2016 Executive Compensation Decisions—2016 Equity Grants” and under the “Grants of Plan-Based Awards Table.”



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The Board unanimously recommends that you select “For” the Proposal to approve the Insperity, Inc. 2012 Incentive Plan, as amended and restated, and reapproval of the material terms of the performance-based goals taking into account the following:



	•		The Company believes that its employees are recognized as the best in the industry and that equity-based compensation is critical to their recruitment and retention.
	•		The Committee believes that restricted stock grants and other awards under the Amended Plan are a strategically favorable means of assuring employee alignment with stockholders.
	•		The Amended Plan removes the provision in the Original Plan that generally requires the accelerated vesting of awards upon a change in control of our Company, and instead preserves the discretion of the Compensation Committee to accelerate or not accelerate awards upon a change in control.
	•		The Amended Plan adds a limit on total compensation of a non-employee director, such that during any calendar year, total compensation paid to a non-employee director by the Company, including the grant date value of awards granted in such calendar year, but excluding any amounts deferred from a prior calendar year, may not exceed $500,000.
	•		The Company believes awards under the Amended Plan support our “pay‑for‑performance” philosophy and motivate employees both to achieve short‑term business goals and to enhance long‑term stockholder value.

ADDITIONAL INFORMATION

Delivery of Proxy Statement

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single proxy statement addressed to those security holders. This process, which is commonly referred to as “householding,” potentially means extra convenience for security holders and cost savings for companies. This year, a number of brokers and our transfer agent with account holders who are Insperity stockholders will be householding ~~the Company’s~~our proxy materials. A single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholder. Once you have received notice from your broker that they will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement, please notify your broker and direct your written request to Insperity, Inc., Attention: ~~Ruth Saler,~~ Investor Relations Administrator, 19001 Crescent Springs Drive, Kingwood, Texas 77339, or contact ~~Ruth Saler~~the Investor Relations Administrator at ~~1-800-237-3170. The Company~~1-844-677-8332. We will promptly deliver a separate copy to you upon request.

Stockholder Proposals and Director Nominations for ~~2014~~2017 Annual Meeting of Stockholders

In order for director nominations and stockholder proposals to have been properly submitted for presentation at the ~~2014~~2017 Annual Meeting of Stockholders, ~~notice~~we must have ~~been~~ received ~~by the Company~~notice between the dates of ~~January 14,~~ ~~2014~~,March 2, 2017, and ~~February 13,~~ ~~2014. The Company~~April 1, 2017 in accordance with our Bylaws. We received no such notice, and no stockholder director nominations or proposals will be presented at the 2017 Annual Meeting of Stockholders.

Stockholder Proposals for ~~2015~~Inclusion in Our 2018 Proxy Statement

Any proposal of a stockholder intended to be considered for inclusion in ~~the Company’s~~our proxy statement for the ~~2015~~2018 Annual Meeting of Stockholders must be received at ~~the Company’s~~our principal executive offices no later than the close of business on ~~December 8,~~ ~~2014~~.January 12, 2018 and otherwise comply with the requirements of Rule 14a-8 under the Exchange Act and with our Bylaws. If we change the date of the 2018 Annual Meeting of Stockholders by more than 30 days from the anniversary date of the 2017 meeting, stockholder proposals must be received a reasonable time before we begin to print and mail the proxy materials for the 2018 Annual Meeting of Stockholders. Our Bylaws also contain additional requirements, which are described in the next section.



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~~Advance Notice Required for~~

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Stockholder Director Nominations and Proposals for 2018 Annual Meeting of Stockholders

~~The~~Our Bylaws ~~of the Company~~ require timely advance written notice of stockholder nominations of director candidates and stockholder proposals. Notice of ~~any other~~stockholder nominations or proposals ~~to be presented at an annual meeting of stockholders. Notice~~ will be considered timely for the 2018 Annual Meeting of Stockholders ~~to be held in 2015~~ if we receive it ~~is received~~not earlier than the close of business on February 16, 2018, and not later than the close of business on ~~February 12,~~ ~~2015, and~~March 18, 2018. However, if the date of the 2018 Annual Meeting of Stockholders is advanced by more than 30 days prior to or delayed by more than 30 days after the anniversary date of the 2017 Annual Meeting of Stockholders, notice by the stockholder to be timely must be delivered or received not earlier than the close of business on ~~January 13,~~ ~~2015. In addition,~~ the 120th day nor later than the close of business on the later of (1) the 90th day prior to the date of such Annual Meeting of Stockholders or (2) if less than 100 days’ prior notice or public disclosure of the scheduled meeting date is given or made, the 10th day following the earlier of the day on which notice of such meeting was mailed to stockholders or the day on which such public disclosure was made.

For director nominations, our Bylaws also require that such written notice set forth: ~~(a)~~(1) for each person whom the stockholder proposes to nominate for election, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or as otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, including, without limitation, such person’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected; and ~~(b)~~(2) as to such stockholder: ~~(i)~~(a) the name and address, as they appear on the Company’s books, of such stockholder; ~~(ii)~~(b) the class and number of shares of ~~the Company’s capital~~our common stock that are beneficially owned by such stockholder; and ~~(iii)~~(c) a description of all agreements, arrangements or understandings between such stockholder and each such person that such stockholder proposes to nominate as a director and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder. Stockholders are also advised to review our Bylaws regarding the requirements for submitting director nominations.

In ~~the case of other~~addition, for stockholder proposals, ~~by stockholders at an annual meeting, the~~our Bylaws require that ~~such~~the written notice set forth as to each matter such stockholder proposes to bring before the ~~annual meeting: (a)~~Annual Meeting of Stockholders: (1) a brief description of the business desired to be brought before the ~~annual meeting; (b)~~Annual Meeting of Stockholders; (2) the reasons for conducting such business at the ~~annual meeting; (c)~~Annual Meeting of Stockholders; (3) the name and address, as they appear on the Company’s books, of such stockholder; ~~(d)~~(4) the class and number of shares of ~~the Company’s~~our common stock that is beneficially owned by such stockholder; and ~~(e)~~(5) any material interest of such stockholder in such business. Stockholders are also advised to review our Bylaws regarding the requirements for submitting proposals.



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FINANCIAL INFORMATION

A copy of the Company’s annual report on Form 10-K for the ~~Year Ended~~year ended December 31, ~~2013~~,2016, as filed with the SEC, including any financial statements and schedules and exhibits thereto, may be obtained without charge by written request to ~~Ruth Saler,~~ Investor Relations Administrator, Insperity, Inc., 19001 Crescent Springs Drive, Kingwood, Texas 77339-3802.

By Order of the Board of Directors

/s/ Daniel D. Herink

Daniel D. Herink

Senior Vice President of Legal,

General Counsel and Secretary

April ~~11, 2014~~28, 2017

Kingwood, Texas



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APPENDIX A

INSPERITY, INC.

2012 INCENTIVE PLAN

(As Amended and Restated Effective June 16, 2017)

1.Objectives. This Insperity, Inc. 2012 Incentive Plan (the “Plan”) is intended as an incentive to retain and attract persons of training, experience and ability to serve as employees of Insperity, Inc., a Delaware corporation (the “Company”), and its Subsidiaries and as nonemployee directors of the Company, to encourage the sense of proprietorship of such persons and to stimulate the active interest of such persons in the development and financial success of the Company and its Subsidiaries.

2.Definitions. As used herein, the terms set forth below shall have the following respective meanings:

“2001 Incentive Plan” means the Insperity, Inc. 2001 Incentive Plan, as amended, formerly known as the Administaff, Inc. 2001 Incentive Plan.

“Award” means an Employee Award or a Director Award.

“Award Agreement” means an agreement between the Company and a Participant in such form as is deemed acceptable by the Committee that sets forth the terms, conditions and limitations applicable to an Award.

“Board” means the Board of Directors of the Company.

“Cash Award” means an Award payable in cash.

“Change in Control” means:

(a)the date of the acquisition by any “person” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), excluding the Company or any of its Subsidiaries, of beneficial ownership (within the meaning of Rule 13d‑3 under the Exchange Act) of 30% or more of either the then outstanding shares of common stock of the Company or the then outstanding voting securities entitled to vote generally in the election of directors; or

(b)the date the individuals who constitute the Board as of March 1, 2017 (the “Incumbent Board”), cease for any reason to constitute at least a majority of the members of the Board, provided that any person becoming a director subsequent to March 1, 2017, whose appointment, election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the disinterested, non-management directors shall be, for purposes of this Plan, considered as though such person were a member of the Incumbent Board; or

(c)the date of consummation of a merger, consolidation, recapitalization, reorganization, sale or disposition of all or a substantial portion of the Company’s assets or the issuance of shares of stock of the Company in connection with the acquisition of the stock or assets of another entity, provided, however, that a Change in Control shall not occur under this clause (c) if consummation of the transaction would result in at least 65% of the total voting power represented by the voting securities of the Company (or, if not the Company, the entity that succeeds to all or substantially all of the Company’s business) outstanding immediately after such transaction being beneficially owned (within the meaning of Rule 13d‑3 promulgated pursuant to the Exchange Act) by at least 65% of the holders of outstanding voting securities of the Company immediately prior to the transaction, with the voting power of each such continuing holder relative to other such continuing holders not substantially altered in the transaction.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Compensation Committee of the Board or any other committee as may be designated by the Board.

“Common Stock” means the common stock, par value $0.01 per share, of the Company or any security into which such Common Stock may be changed by reason of any transaction or event of the type described in Section 13.

“Company” means Insperity, Inc., a Delaware corporation.



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“Director” means a member of the Board, excluding any individual who is also an employee of the Company or any Subsidiary.

“Director Award” means any Option (other than an ISO), Performance Award, Phantom Stock Award, Cash Award, Stock Award, Stock Appreciation Right or Other Stock‑Based Award, whether granted singly, in combination or in tandem, to a Participant who is a Director pursuant to any applicable terms, conditions and limitations as the Board may establish in order to fulfill the objectives of the Plan.

“Employee” means an individual employed by the Company or any Subsidiary. For purposes of this Plan, an Employee also includes any individual who has been offered employment by the Company or any Subsidiary, provided that (a) any Award granted to such prospective employee shall be canceled if such individual fails to commence such employment, (b) no payment of value may be made in connection with such Award until such individual has commenced such employment and (c) such individual may not be granted an ISO prior to the date the individual actually commences employment.

“Employee Award” means any Option, Performance Award, Phantom Stock Award, Cash Award, Stock Award, Stock Appreciation Right or Other Stock‑Based Award, whether granted singly, in combination or in tandem, to a Participant who is an Employee pursuant to any applicable terms, conditions and limitations as the Committee may establish in order to fulfill the objectives of the Plan.

“Exercise Price” means the price at which the Option Shares may be purchased or SARs may be exercised under the terms of the Award Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” of a share of Common Stock means, as of a particular date, (a) if shares of Common Stock are listed on a national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal national securities exchange on which shares of Common Stock are listed on that date or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported; (b) if the Common Stock is not so listed or quoted, the average of the closing bid and ask price on that date or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by an inter-dealer quotation system; or (c) if none of the above is applicable, then such amount as may be determined by the Committee or the Board in such a manner as it deems in good faith to be the fair market value per share of Common Stock.

“Grant Date” means the date specified in the Award Agreement on which an Award will become effective.

“ISO” means an incentive stock option within the meaning of Code Section 422.

“Option” means a right to purchase a particular number of shares of Common Stock at a particular Exercise Price, subject to certain terms and conditions as provided in this Plan and Award Agreement. An Option may be in the form of an ISO or a nonqualified stock option within the meaning of Code Section 83.

“Option Shares” means the shares of Common Stock covered by a particular Option.

“Original Plan” means the Insperity, Inc. 2012 Incentive Plan, as originally approved by the Company’s stockholders on May 16, 2012, and as thereafter amended prior to the effective date hereof.

“Other Stock‑Based Award” means any stock‑based Award that shall consist of a right that is not an Option, Performance Award, Phantom Stock Award, Stock Award or SAR and is (i) denominated or payable in; (ii) valued in whole or in part by reference to; or (iii) otherwise based on or related to shares of Common Stock as is deemed by the Committee to be consistent with the terms of the Plan.

“Participant” means an Employee or a Director to whom an Award has been granted under this Plan.

“Performance Award” means an Award, such as a Performance Unit, that is subject to the achievement of one or more Performance Objectives established by the Committee.

“Performance Objectives” means the objectives, if any, established by the Committee that are to be achieved with respect to an Award granted under this Plan, which may be described in terms of Company-wide objectives, in terms of objectives that are related to performance of a division, Subsidiary, department, business unit, product, service,



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business solution, geographic market or function within the Company or a Subsidiary in which the Participant receiving the Award is employed, or in individual, worksite employee (including per individual, aggregate or average worksite employee(s)), or other terms, and which shall relate to the period of time determined by the Committee. The Performance Objectives intended to qualify under Code Section 162(m) shall be with respect to one or more of the following (including on a standalone basis, or in combination with, or in relation to, other Performance Objectives and which may be subject to adjustments determined at the time the Performance Goals are established): (a) cash flows; (b) client margin; (c) client retention; (d) customer margin; (e) earnings before interest and taxes; (f) earnings before interest, taxes, depreciation and amortization expenses; (g) earnings before taxes and unusual or nonrecurring items; (h) earnings per share; (i) earnings per share growth; (j) economic value added; (k) fee revenue; (l) gross mark-up per worksite employee; (m) gross profit; (n) net earnings; (o) number of paid worksite employees; (p) operating expenses; (q) operating income; (r) operating margin; (s) profit margin; (t) return on assets; (u) return on capital employed in the business; (v) return on equity; (w) return on investment; (x) return on sales; (y) return on total capital; (z) revenue; (aa) service efficiency; (bb) stock price performance; (cc) total profit; (dd) total revenue; (ee) total revenue less bonus payroll and (ff) total stockholder return.

The Committee shall determine, in its sole discretion, at the time of grant of an Award, which Performance Objectives to use with respect to an Award, the weighting of such objectives if more than one is used and whether such objective(s) is (are) to be measured against a Company-established budget or target, an index or a peer group of companies. A Performance Objective may include multiple measuring levels, including but not limited to, threshold, target, stretch and maximum levels of performance with the size of the Performance Award based on the level attained of performance. A Performance Objective need not be based on an increase or a positive result and may include, for example, maintaining the status quo or limiting economic losses.

“Performance Unit” means a unit equivalent to $100 or such other value as determined by the Committee.

“Phantom Stock Award” means the right to receive the value of a specified number of shares of Common Stock.

“Plan” means the Insperity, Inc. 2012 Incentive Plan, as amended and restated effective June 16 2017, as may be amended from time to time.

“Restricted Stock” means shares of Common Stock that are restricted or subject to forfeiture provisions.

“Stock Appreciation Rights” or “SARs” means the right to receive an amount of Common Stock equal to the appreciation in value of a specified number of shares of Common Stock over a particular period of time.

“Stock Award” means an Award denominated in or payable in shares of Common Stock, which may be Restricted Stock.

“Subsidiary” means (a) with respect to any Awards other than ISOs, (i) in the case of a corporation, any corporation of which the Company directly or indirectly owns shares representing 50% or more of the combined voting power of the shares of all classes or series of capital stock of such corporation that have the right to vote generally on matters submitted to a vote of the stockholders of such corporation and (ii) in the case of a partnership or other business entity not organized as a corporation, any such business entity of which the Company directly or indirectly owns 50% or more of the voting, capital or profits interests (whether in the form of partnership interests, membership interests or otherwise) and (b) with respect to Awards of ISOs, any subsidiary within the meaning of Code Section 424(f).

3.Plan Administration and Designation of Participants. All Employees of the Company and its Subsidiaries and all Directors of the Company are eligible for Awards under this Plan. The Board or the Committee shall select the Participants from time to time by the grant of Employee Awards under this Plan and, subject to the terms and conditions of this Plan, shall determine all terms and conditions of the Employee Awards.

This Plan shall be administered by the Committee, which shall have full and exclusive power to interpret this Plan and to adopt such rules, regulations and guidelines for carrying out this Plan as it may deem necessary or appropriate.

The Committee may, in its discretion, in whole or in part of an Employee Award, extend the exercisability, accelerate the vesting or exercisability, eliminate or make less restrictive any restrictions, waive any restriction or other provision of the Plan or an Employee Award or otherwise amend or modify an Employee Award in any manner that is either (a) not adverse to the Participant to whom such Employee Award was granted or (b) consented to by such Participant. Notwithstanding anything herein to the contrary, without the prior approval of the Company’s stockholders, Options and SARs issued under the Plan will not be repriced, replaced or regranted through cancellation, decrease in the



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Exercise Price or exchanged for a cash buyout or settlement, except as provided by the adjustment provisions of Section 13.

No member of the Board or the Committee shall be liable for anything done or omitted to be done by him or her, by any member of the Board or the Committee or by any officer of the Company in connection with the performance of any duties under this Plan, except for his or her own willful misconduct or as expressly provided by statute.

The Board shall have the same powers as the Committee with respect to Director Awards. With respect to Director Awards, references in this Plan to the “Committee” shall be deemed to mean the Board.

4.Delegation of Authority. The Board or Committee may delegate to a committee of one or more members of the Board the duties of the Committee under this Plan with respect to Employee Awards pursuant to such conditions or limitations as each may establish, except that neither may delegate to any person the authority to grant Awards to, or take other action with respect to, Participants who are subject to Section 16 of the Exchange Act.

5.Award Agreement. Each Award granted hereunder shall be described in an Award Agreement, which shall be subject to the terms and conditions of this Plan and shall be accepted in such manner as is deemed acceptable by the Committee by the Participant and by the appropriate officer for and on behalf of the Company.

6.Shares of Common Stock Reserved for this Plan.

(a)Subject to adjustment as provided in Section 13 hereof, a total of 2,200,000 shares of Common Stock (which includes 1,200,000 shares that were previously approved by the Company’s stockholders for awards under the Original Plan), plus (i) 561,805 shares which had been reserved but not issued pursuant to any awards granted under the Company’s stockholder approved 2001 Incentive Plan as of the effective date of the Original Plan and (ii) any shares subject to outstanding Awards under the 2001 Incentive Plan that are forfeited, terminated, expire unexercised, settled in cash, exchanged for Awards that do not involve Common Stock, used to pay the exercise price or used in satisfaction of the tax withholding obligation, shall be reserved for issuance upon the exercise or payment of Awards granted pursuant to this Plan. Such shares may be shares of original issuance or treasury shares or a combination of the foregoing.

(b)The Committee and the appropriate officers of the Company shall from time to time take whatever actions are necessary to execute, acknowledge, file and deliver any documents required to be filed with or delivered to any governmental authority or any stock exchange or transaction reporting system on which shares of Common Stock are listed or quoted in order to make shares of Common Stock available for issuance pursuant to this Plan.

(c)Awards that are forfeited, terminated, expire unexercised in such a manner that all or some of the shares of Common Stock subject thereto are not issued to a Participant, are settled in cash or are exchanged for Awards that do not involve Common Stock, shall again immediately become available for the granting of Awards under this Plan. If the exercise price paid or the tax withholding obligation resulting from the settlement of any such option or other Award is satisfied by withholding shares of Common Stock, only the number of shares of Common Stock issued net of the shares of Common Stock withheld shall be deemed delivered for purposes of determining usage of shares against the maximum number of shares of Common Stock available for delivery under the Plan or any sublimit set forth above.

(d)The Committee may from time to time adopt and observe such rules and procedures concerning the counting of shares against the Plan maximum or any sublimit as it may deem appropriate, including rules more restrictive than those set forth above to the extent necessary to satisfy the requirements of any national stock exchange on which the Common Stock is listed or any applicable regulatory requirement.

7.Employee Awards.

(a)Options. An Employee Award may be in the form of an Option. The Exercise Price of an Option granted under this Plan shall not be less than 100% of the Fair Market Value of the Common Stock at the time of the grant.

(i)Incentive Stock Options. Options granted to Employees hereunder may be ISOs. An ISO shall consist of a right to purchase a specified number of shares of Common Stock at a price specified by the Committee in the Award Agreement or otherwise, which shall not be less than the Fair



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Market Value of the Common Stock on the Grant Date. Any ISO granted shall expire not later than ten (10) years after the Grant Date, with the expiration date to be specified by the Committee in the Award Agreement. Any ISO granted must, in addition to being subject to applicable terms, conditions and limitations established by the Committee, comply with Code Section 422. All other terms, conditions and limitations applicable to ISOs shall be determined by the Committee.

(ii)Nonqualified Stock Options. Options granted to Employees may be nonqualified stock options within the meaning of Code Section 83. A nonqualified stock option shall consist of a right to purchase a specified number of shares of Common Stock at a price specified by the Committee in the Award Agreement or otherwise, which shall not be less than the Fair Market Value of the Common Stock on the Grant Date. The expiration date of the nonqualified stock option shall be specified by the Committee in the Award Agreement and shall not be later than ten (10) years after the Grant Date. All other terms, conditions and limitations applicable to nonqualified stock options shall be determined by the Committee.

(b)Performance Award. An Employee Award may be in the form of a Performance Award, such as a Performance Unit. A Performance Award shall be subject to the achievement of one or more Performance Objectives. All other terms, conditions and limitations applicable to Performance Awards shall be determined by the Committee.

(c)Stock Award (including Restricted Stock). An Employee Award may consist of Common Stock or may be denominated in units of Common Stock. All terms, conditions and limitations applicable to any Stock Award pursuant to this Plan shall be determined by the Committee.

(d)Phantom Stock Award. An Employee Award may be in the form of Phantom Stock or other bookkeeping account tied to the value of shares of Common Stock. All terms, conditions and limitations applicable to any Phantom Stock Award shall be determined by the Committee.

(e)Stock Appreciation Right. An Employee Award may be in the form of SARs. All terms, conditions and limitations applicable to any Employee Awards of SARs shall be determined by the Committee; provided, however, that the Exercise Price specified by the Committee in the Award Agreement or otherwise shall not be less than the Fair Market Value of the Common Stock at the Grant Date and the SAR shall expire no later than ten (10) years after the Grant Date.

(f)Cash Award. An Employee Award may be in the form of a Cash Award. All terms, conditions and limitations applicable to any Cash Award shall be determined by the Committee.

(g)Other Stock‑Based Awards. An Employee Award may be in the form of any Other Stock‑Based Award. All terms, conditions and limitations applicable to any Other Stock‑Based Award shall be determined by the Committee.

(h)Employee Award Limits. The following limitations shall apply to any Award made hereunder:

(i)Notwithstanding anything herein to the contrary, no Participant may be granted, during any one calendar year period, Options or SARs covering more than 400,000 shares of Common Stock.

(ii)Notwithstanding anything herein to the contrary, no Participant may receive, during any one calendar year period, an aggregate payment under Cash Awards or Performance Awards payable in cash in excess of $5,000,000.

(iii)Notwithstanding anything herein to the contrary, no Participant may be granted, during any one calendar year period, more than 400,000 shares of Common Stock pursuant to Stock Awards (excluding Restricted Stock but including Stock Awards denominated in units of Common Stock), Phantom Stock Awards or Other Stock-Based Awards.

(iv)Notwithstanding anything herein to the contrary, no Participant may be issued, during any one calendar year period, Restricted Stock covering more than 400,000 shares of Common Stock.



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(i)Minimum Vesting for Certain Types of Employee Awards. Any Option, Phantom Stock Award, Restricted Stock, Stock Appreciation Right, or Stock Award, granted to an Employee, which is not a Performance Award, shall be granted with a minimum vesting period of three (3) years from the Grant Date, provided that:

(i)Vesting of the Employee Award may occur pro-rata over the vesting period, or in accordance with a vesting schedule that does not provide for vesting to occur quicker than pro-rata over the vesting period.

(ii)The Committee may provide for earlier vesting for an Employee Award granted in conjunction with an Employee’s date of hire or upon a termination of employment by reason of death, disability or Change of Control.

(iii)The three (3) year minimum vesting period shall not apply to an Employee Award that is granted in lieu of salary or bonus.

8.Directors Awards.

(a)Awards to Directors. The Board has the sole authority to grant Director Awards from time to time in accordance with this Section 8. Director Awards may consist of the forms of Award described in Section 7, other than ISOs, and shall be granted subject to such terms and conditions as specified in Section 7.

(b)Director Award Limits. No Director may be granted during any one calendar year Director Awards having a value determined on the Grant Date that, when added to all cash compensation paid to the Director during the same calendar year excluding any amounts deferred from a prior calendar year, would exceed $500,000.

9.Payment of Awards.

(a)General. Payment of Awards may be made in the form of cash or, if permitted, by the Committee by transfer of Common Stock or combinations thereof and may include such restrictions as the Committee shall determine, including, in the case of Common Stock, restrictions on transfer and forfeiture provisions.

(b)Deferral. The Committee may, in its discretion, (i) permit selected Participants to elect to defer payments of some or all types of Awards in accordance with procedures established by the Committee or (ii) provide for the deferral of an Award in an Award Agreement or otherwise.

(c)Dividends and Interest. Dividends or dividend equivalent rights may be extended to and made part of any Award denominated in Common Stock or units of Common Stock, subject to such terms, conditions and restrictions as the Committee may establish. The Committee may also establish rules and procedures for the crediting of interest on deferred cash payments and dividend equivalents for deferred payment denominated in Common Stock or units of Common Stock.

(d)Substitution of Awards. At the discretion of the Committee, a Participant who has been granted an Employee Award may be offered an election to substitute an Employee Award for another Employee Award or Employee Awards of the same or different type, subject to the overall limits expressed in this Plan; provided, however, that except as provided in Section 3, in no event may the Exercise Price of an outstanding Option or SAR be reduced by modification, substitution or any method, nor exchanged for a cash buyout or settlement, without the prior approval of the Company’s stockholders.

(e)No Fractional Shares. The Committee shall not be required to issue any fractional shares of Common Stock under this Plan. The Committee, in its sole discretion, may provide for the elimination of fractions for the settlement of fractions in cash.

10.Option Exercise. The price at which shares of Common Stock may be purchased under an Option shall be paid in full at the time of exercise in cash or, if permitted by the Committee, by means of tendering Common Stock or surrendering all or part of that or any other Award, including Restricted Stock, valued at Fair Market Value on the date of exercise, or any combination thereof. The Committee shall determine acceptable methods for tendering Common Stock or Awards to exercise a stock option as it deems appropriate. The Committee may provide for procedures to permit the exercise or purchase of Awards by use of the proceeds to be received from the sale of Common Stock issuable pursuant to an Award. Unless otherwise provided in the applicable Award Agreement, in the event shares of Restricted Stock are



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tendered as consideration for the exercise of a stock option, a number of the shares issued upon the exercise of the stock option, equal to the number of shares of Restricted Stock used as consideration therefor, shall be subject to the same restrictions as the Restricted Stock so submitted as well as any additional restrictions that may be imposed by the Committee.

11.Termination of Employment or Service. Upon the termination of employment or service by a Participant, any unexercised, deferred or unpaid Awards shall be treated as provided in the specific Award Agreement evidencing the Award. Unless otherwise specifically provided in the Award Agreement, each Award granted pursuant to this Plan that is an Option shall immediately terminate to the extent the Option is not vested (or does not become vested as a result of such termination of employment or service) on the date the Participant terminates employment or service with the Company or its Subsidiaries.

12.Assignability. Unless otherwise permitted by the Committee, no Award granted under this Plan shall be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by a Participant other than by (a) will or the laws of descent and distribution or (b) a qualified domestic relations order. During the lifetime of a Participant, any Award shall be exercisable only by him, or in the case of a Participant who is mentally incapacitated, the Award shall be exercisable by his guardian or legal representative. The Committee may prescribe and include in applicable Award Agreements other restrictions on transfer. Any attempted assignment or transfer in violation of this Section 12 shall be null and void. Upon the Participant’s death, the personal representative or other person entitled to succeed to the rights of the Participant (the “Successor Participant”) may exercise such rights. A Successor Participant must furnish proof satisfactory to the Company of his or her right to exercise the Award under the Participant’s will or under the applicable laws of descent and distribution.

Subject to approval by the Committee in its sole discretion, other than with respect to ISOs, all or a portion of the Awards granted to a Participant under this Plan may be transferable by the Participant, to the extent and only to the extent specified in such approval, to (a) the spouse, children or grandchildren (including adopted and stepchildren and grandchildren) of the Participant (“Immediate Family Members”), (b) a trust or trusts for the exclusive benefit of such Immediate Family Members and, if applicable, the Participant or (c) a partnership or partnerships in which such Immediate Family Members and, if applicable, the Participant are the only partners. Subsequent transfers of transferred Awards shall be prohibited except by will or the laws of descent and distribution, unless such transfers are made to the original Participant or a person to whom the original Participant could have made a transfer in the manner described herein. No transfer shall be effective unless and until written notice of such transfer is provided to the Committee, in the form and manner prescribed by the Committee. Following transfer, any such Awards shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, and except as otherwise provided herein, the term “Participant” shall be deemed to refer to the transferee. No transferred Options shall be exercisable unless arrangements satisfactory to the Company have been made to satisfy any tax withholding obligations the Company may have with respect to the Options. The consequences of termination of employment or service shall continue to be applied with respect to the original Participant, following which the Awards shall be exercisable by the transferee only to the extent and for the periods specified in this Plan and the Award Agreement.

13.Adjustments.

(a)The existence of outstanding Awards shall not affect in any manner the right or power of the Company or its stockholders to make or authorize (i) any or all adjustments, recapitalization, reorganizations or other changes in the ownership of the Company or its business, (ii) any merger or consolidation of the Company, (iii) any issue of bonds, debentures or other obligations, (iv) the dissolution or liquidation of the Company, (v) any sale or transfer of all or any part of its assets or business or (vi) any other Company act or proceeding of any kind, whether or not of a character similar to that of the acts or proceedings enumerated above.

(b)In the event of any Common Stock distribution or split, recapitalization, extraordinary distribution, merger, consolidation, combination or exchange of shares of Common Stock or similar change or upon the occurrence of any other event that the Committee, in its sole discretion, deems appropriate, (i) the number of shares of Common Stock reserved under this Plan and covered by outstanding Awards, (ii) the Exercise Price in respect of such Awards, (iii) the appropriate value and price determinations for such Awards, (iv) the per person limitation on Awards of Options and SARs and (v) the kind of shares covered thereby (including shares of another issuer) shall be adjusted as appropriate.

(c)In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized (i) to issue or assume Awards, regardless of



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whether in a transaction to which Section 424(a) of the Code applies, by means of substitution of new Awards, as appropriate, for previously issued Awards or to assume previously issued Awards as part of such adjustment, (ii) to make provision, prior to the transaction, for the acceleration of the vesting and exercisability of, or lapse of restrictions with respect to, Awards (to the extent not otherwise provided under Sections 7 or 8) and the termination of Options or SARs that remain unexercised at the time of such transaction or (iii) to provide for the acceleration of the vesting and exercisability of any Awards and the cancellation thereof (to the extent not otherwise provided under Sections 7 or 8) and to deliver to the Participants cash in an amount that the Board shall determine in its sole discretion is equal to the fair market value of such Awards on the date of such event, which in the case of Options or SARs shall be the excess of the Fair Market Value of Common Stock on such date over the exercise or strike price of such Award.

(d)The Committee, in its sole discretion and without the consent of the Participant, may amend (i) any stock-based Award to reflect a change in accounting rules required by the Financial Accounting Standards Board and (ii) any Award that is not intended to meet the requirements of Code Section 162(m), to reflect a significant event that the Committee, in its sole discretion, believes to be appropriate to reflect the original intent in the grant of the Award.

14.Tax Withholding. The Company shall have the right to deduct applicable taxes from any Award payment and withhold, at the time of delivery or vesting of cash or shares of Common Stock under this Plan, an appropriate amount of cash or number of shares of Common Stock or a combination thereof for payment of taxes required by law or to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for withholding of such taxes. The Committee may also permit withholding to be satisfied by the transfer to the Company of shares of Common Stock theretofore owned by the holder of the Award with respect to which withholding is required. If shares of Common Stock are used to satisfy tax withholding, such shares shall be valued as provided in the applicable Award Agreement or as otherwise determined by the Committee.

15.Amendments or Termination. The Board may amend, alter or discontinue this Plan, except that (a) no amendment or alteration that would impair the rights of any Participant under any Award that he has been granted shall be made without his consent and (b) no amendment or alteration shall be effective prior to approval by the Company’s stockholders to the extent such approval is required by applicable legal requirements or the requirements of the securities exchange on which the Company’s Common Stock is listed.

16.Restrictions. No shares of Common Stock or other form of payment shall be issued with respect to any Award unless the Company shall be satisfied based on the advice of its counsel that such issuance will be in compliance with applicable federal and state securities laws and the requirements of any securities exchange or transaction reporting system upon which the Common Stock is then listed.

17.Unfunded Plan. Insofar as it provides for Awards of cash, Common Stock or rights thereto, this Plan shall be unfunded. Although bookkeeping accounts may be established with respect to Participants who are entitled to cash, Common Stock or rights thereto under this Plan, any such accounts shall be used merely as a bookkeeping convenience. The Company shall not be required to segregate any assets that may at any time be represented by cash, Common Stock or rights thereto, nor shall this Plan be construed as providing for such segregation, nor shall the Company, the Board or the Committee be deemed to be a trustee of any cash, Common Stock or rights thereto to be granted under this Plan. Any liability or obligation of the Company to any Participant with respect to a grant of cash, Common Stock or rights thereto under this Plan shall be based solely upon any contractual obligations that may be created by this Plan and any Award Agreement, and no such liability or obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. None of the Company, the Board or the Committee shall be required to give any security or bond for the performance of any obligation that may be created by this Plan.

18.Parachute Payment Limitation. Notwithstanding any contrary provision of the Plan, the Committee may provide in the Award Agreement or in any other agreement with the Participant for a limitation on the acceleration of vesting and exercisability of unmatured Awards to the extent necessary to avoid or mitigate the impact of the golden parachute excise tax under Section 4999 of the Code on the Participant or may provide for a supplemental payment to be made to the Participant as necessary to offset or mitigate the impact of the golden parachute excise tax on the Participant. In the event the Award Agreement or other agreement with the Participant does not contain any contrary provision regarding the method of avoiding or mitigating the impact of the golden parachute excise tax under Section 4999 of the Code on the Participant, then notwithstanding any contrary provision of this Plan, the aggregate present value of all parachute payments payable to or for the benefit of a Participant, whether payable pursuant to this Plan or otherwise,



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shall be limited to three times the Participant’s base amount less one dollar. The order of such limitation, to the extent necessary, shall be: (a) severance payments; (b) cash payments outside of the Plan; and (c) unvested Performance Awards, in order that this limitation not be exceeded. For purposes of this Section 18, the terms “parachute payment,” “base amount” and “present value” shall have the meanings assigned thereto under Section 280G of the Code. It is the intention of this Section 18 to avoid excise taxes on the Participant under Section 4999 of the Code or the disallowance of a deduction to the Company pursuant to Section 280G of the Code.

19.Code Section 409A Compliance. The Board intends that any Awards under the Plan satisfy the requirements of Section 409A of the Code and related regulations and Treasury pronouncements (“Section 409A”) to avoid the imposition of excise taxes thereunder. If any provision of the Plan or an Award Agreement under the Plan would result in the imposition of an excise tax under Section 409A, that provision will be reformed to avoid imposition of the excise tax and no action taken to comply with Section 409A shall be deemed to impair the rights of any Participant under the Plan or an Award Agreement under the Plan.

20.Indemnification. The Company shall indemnify and hold harmless any member of the Board or the Committee and other individuals, including Employees and Directors, performing services on behalf of the Committee, against any liability, cost or expense arising as a result of any claim asserted by any person or entity under the laws of any state or of the United States with respect to any action or failure to act of such individuals taken in connection with this Plan, except claims or liabilities arising on account of the willful misconduct or bad faith of such Board member, Committee member or individual.

21.Right to Employment or Service. The granting of any Award shall not impose upon the Company any obligation to maintain any Participant as an Employee or a Director and shall not diminish the power of the Company to terminate any Participant’s employment or service at any time.

22.Governing Law. This Plan and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by and construed in accordance with the laws of the State of Texas.

23.Effective Date of the Amended and Restated Plan. This Plan, as amended and restated herein, shall be effective as of June 16, 2017, subject to approval of the Plan at the 2017 annual meeting of the stockholders of the Company. If the stockholders of the Company should fail to so approve this Plan on such date, this Plan shall not be of any force or effect and the Original Plan shall continue in force and effect.



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o	Preliminary Proxy Statement

o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x	Definitive Proxy Statement

o	Definitive Additional Materials

o	Soliciting Material under Rule 14a-12

INSPERITY, INC.
(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)	Proposed maximum aggregate value of transaction:
	(5)	Total fee paid:

o	Fee paid previously with preliminary materials.

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:




~~SOLICITATION~~Solicitation	1

~~VOTING INFORMATION~~Voting Information	1
Security Ownership	2
~~SECURITY OWNERSHIP~~	3

~~PROPOSAL NUMBER~~Proposal Number 1	54
General	4
~~GENERAL~~Agreements with Starboard	4
Voting; Approval Requirements	5
~~NOMINEES — CLASS I DIRECTORS~~Nominees for Director	5
~~DIRECTORS REMAINING IN OFFICE~~Directors Not Currently Subject to Election	6

~~CORPORATE GOVERNANCE~~	8

~~CORPORATE GOVERNANCE GUIDELINES~~	8
~~DETERMINATIONS OF DIRECTOR INDEPENDENCE~~	8
~~SELECTION OF NOMINEES FOR THE BOARD OF DIRECTORS~~Summary of Committee Memberships	9
~~BOARD OF DIRECTORS LEADERSHIP~~Corporate Governance	9
Corporate Governance Guidelines	9
Director Independence	9
Selection of Nominees for the Board of Directors	10
~~BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT~~	10
~~PROHIBITION ON HEDGING AND PLEDGING OF COMPANY COMMON STOCK~~Board of Directors Leadership	11
~~CODE OF BUSINESS CONDUCT AND ETHICS~~Board of Directors’ Role in Risk Oversight	11
~~STOCKHOLDER COMMUNICATIONS~~	11

~~MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS~~	11

~~THE BOARD OF DIRECTORS~~	11
~~EXECUTIVE SESSIONS OF THE BOARD OF DIRECTORS AND THE LEAD INDEPENDENT OR PRESIDING DIRECTOR~~Prohibition on Hedging and Pledging of Our Common Stock	12
~~COMMITTEES OF THE BOARD OF DIRECTORS~~Code of Business Conduct and Ethics	12

~~EXECUTIVE COMPENSATION~~Stockholder Communications	13
Meetings and Committees of the Board of Directors	13
~~COMPENSATION COMMITTEE REPORT~~The Board of Directors	2313
Executive Sessions of the Board of Directors and the Lead Independent or Presiding Director	13
~~SUMMARY COMPENSATION TABLE~~Committees of the Board of Directors	2413
Executive Compensation	14
~~GRANTS OF PLAN-BASED AWARDS TABLE~~Compensation Discussion and Analysis	2514

~~NEO’S OUTSTANDING EQUITY AWARDS TABLE AT 2013 FISCAL YEAR END~~	26

~~NEO OPTION EXERCISES AND STOCK VESTED TABLE FOR FISCAL YEAR 2013~~	27

~~SECURITIES RESERVED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS TABLE~~	28

~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL~~	28

~~DIRECTOR COMPENSATION~~	29

~~DIRECTORS’ COMPENSATION TABLE~~	30

~~REPORT OF THE FINANCE, RISK MANAGEMENT AND AUDIT COMMITTEE~~	30

~~SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Compensation Committee Report	31

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~Compensation Committee Interlocks and Insider Participation	31

~~PROPOSAL NUMBER 2~~Summary Compensation Table	32
Grants of Plan-Based Awards Table	33
~~PROPOSAL NUMBER 3~~Outstanding Equity Awards Table at 2016 Fiscal-Year End	34
Option Exercises and Stock Vested Table for Fiscal Year 2016	34
~~ADDITIONAL INFORMATION~~Securities Reserved for Issuance Under Equity Compensation Plans Table	3635
Potential Payments Upon Termination or Change in Control	35
~~DELIVERY OF PROXY STATEMENT~~Director Compensation	36
~~STOCKHOLDER PROPOSALS FOR 2014 ANNUAL MEETING~~	36
~~STOCKHOLDER PROPOSALS FOR 2015 PROXY STATEMENT~~	36
~~ADVANCE NOTICE REQUIRED FOR STOCKHOLDER NOMINATIONS AND PROPOSALS~~	36

~~FINANCIAL INFORMATION~~Directors’ Compensation Table	37
Report of the Finance, Risk Management and Audit Committee	38
Section 16(a) Beneficial Ownership Reporting Compliance	38
Certain Relationships and Related Transactions	38
Proposal Number 2	40
Proposal Number 3	42
Proposal Number 4	43
General	43
Fees of Ernst & Young	43
Finance, Risk Management and Audit Committee Pre-Approval Policy for Audit and Non-Audit Services	43
Required Affirmative Vote	44
Proposal Number 5	45
Additional Information	52
Delivery of Proxy Statement	52
Stockholder Proposals and Director Nominations for 2017 Annual Meeting of Stockholders	52
Stockholder Proposals for 2018 Annual Meeting of Stockholders	52
Stockholder Director Nominations for 2018 Annual Meeting of Stockholders	53
Financial Information	54



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership¹		Percent of Class
Michael W. Brown	32,294		*
Jack M. Fields, Jr.	1,249		*
Eli Jones	30,841		*
Carol R. Kaufman	2,193		*
Paul S. Lattanzio	48,089		*
Gregory E. Petsch	14,841		*
Richard G. Rawson	706,666	²	2.77	%
Paul J. Sarvadi	1,699,759	³	6.65	%
Austin P. Young	36,490		*
A. Steve Arizpe	134,699	⁴	*
Jay E. Mincks	57,810		*
Douglas S. Sharp	42,233		*
BlackRock, Inc.	2,027,223	⁵	7.93	%
Columbia Wanger Asset Management	1,564,000	⁶	6.12	%
Stadium Capital Management, LLC	2,315,925	⁷	9.06	%
The Vanguard Group	1,383,140	⁸	5.41	%
Vulcan Value Partners, LLC	1,597,554	⁹	6.25	%
Executive Officers and Directors as a Group (13 Persons)	2,858,998		11.19	%



Name of Beneficial Owner	Amount and Nature of Beneficial Ownership¹		Percent of Class
Michael W. Brown	9,541		*
Timothy T. Clifford	1,026		*
Peter A. Feld	665,041	²	3.16	%
Carol R. Kaufman	11,835		*
Michelle McKenna-Doyle	965		*
John M. Morphy	1,007		*
Richard G. Rawson	568,895	³	2.70	%
Paul J. Sarvadi	1,478,357	⁴	7.02	%
Norman R. Sorensen	3,854		*
Austin P. Young	22,250		*
A. Steve Arizpe	97,307	⁵	*
Jay E. Mincks	35,174		*
Douglas S. Sharp	16,402		*
Starboard Value LP	660,000	⁶	3.13	%
BlackRock Fund Advisors	2,322,575	⁷	11.02	%
The Vanguard Group, Inc.	2,125,987	⁸	10.09	%
Executive Officers and Directors as a Group (14 Persons)	2,933,668		13.92	%



ü		Stock ownership guidelines requiring the CEO to hold shares equal to three times base salary and requiring non-employee directors to hold shares equal to three times the annual cash retainer
ü		Clawback policy for incentive compensation paid to any employee, including NEOs and other executive officers
ü		Minimum vesting period of three years for grants of restricted stock, stock options and phantom shares
ü		Double trigger requirement for early vesting of NEO equity awards in the event of a change in control


Place:	The Auditorium in Centre I of our corporate headquarters at 19001 Crescent Springs Drive, Kingwood, Texas 77339


1.	To elect three ~~Class I directors~~nominees to ~~serve until~~ the ~~2017 Annual Meeting~~Board of ~~Stockholders or until their successors have been elected and qualified;~~Directors;


2.	To cast an advisory vote to approve ~~the Company’s~~ executive compensation (“say-on-pay” vote); ~~and~~


3.	To cast an advisory vote on the frequency of holding the advisory vote on executive compensation;


4.	To ratify the appointment of Ernst & Young LLP as ~~the Company’s~~our independent registered public accounting firm for the year ending December 31, ~~2014~~.2017; and



It is important that your shares be represented at the Annual Meeting of Stockholders regardless of whether you plan to attend. Therefore, please ~~mark, sign, date~~submit your proxy via the Internet or telephone or by completing and ~~return~~returning the enclosed ~~proxy.~~proxy card or voting instruction card. If you are present at the meeting, and wish to do so, you may revoke the proxy and vote in person.


¹	Except as otherwise indicated, each of the stockholders has sole voting and investment power with respect to the securities shown to be owned by such stockholder. The address for each officer and director is in care of Insperity, Inc., 19001 Crescent Springs Drive, Kingwood, Texas 77339-3802.



	Options
Name of Beneficial Owner	Exercisable	Not Exercisable	Unvested Restricted Stock

Michael W. Brown	20,513	—	—
Jack M. Fields, Jr.	—	—	—
Eli Jones	14,867	—	—
Carol R. Kaufman	—	—	1,940
Paul S. Lattanzio	—	—	—
Gregory E. Petsch	5,000	—	—
Austin P. Young	7,813	—	—
Richard G. Rawson	—	—	47,500
Paul J. Sarvadi	—	—	78,401
A. Steve Arizpe	5,000	—	47,500
Jay E. Mincks	—	—	47,500
Douglas S. Sharp	—	—	27,334


²	Based on a Form 4 filed with the Securities and Exchange Commission (“SEC”) on April 3, 2017. See footnote 6 below for further information.


⁵	Includes 71,154 shares owned by Arizpe Investment Partnership Limited.


³	Includes ~~288,676~~234,925 shares owned by the RDKB Rawson LP, ~~254,512~~200,877 shares owned by the R&D Rawson LP, and 350 shares owned by Dawn M. Rawson (spouse). Mr. Rawson shares voting and investment power over all such shares with his wife, except for 350 shares owned by his wife.


⁴	~~Includes 3,139 shares owned by A. Steve Arizpe~~— Prohibition on Hedging and ~~Charissa Arizpe (spouse)~~Pledging of Our Common Stock”). ~~Mr. Arizpe shares voting and investment power over all such shares with his wife.~~


⁷	Based on a Schedule 13G/A filed with the ~~Securities and Exchange Commission~~SEC on January ~~29, 2014.~~7, 2017. BlackRock, Inc. reported sole voting power with respect to ~~1,944,864~~2,261,320 shares and sole dispositive power with respect to ~~2,027,223~~2,322,575 shares. The address of BlackRock, Inc. is 40 East 52^nd Street, New York, NY 10022.



		Members
Compensation Committee		Brown (Chair) Clifford Feld McKenna-Doyle
Finance, Risk Management and Audit Committee		Young (Chair) Kaufman Morphy Sorensen
Nominating and Corporate Governance Committee		McKenna-Doyle (Chair) Brown Clifford Feld Young



	•		is not a relationship that would preclude a determination of independence under Section 303A.02(b) of the NYSE Listed Company Manual;
	•		consists of charitable contributions made by ~~Insperity~~us to an organization where a director is an executive officer and does not exceed the greater of $1 million or 2% of the organization’s gross revenue in any of the last three years; and
	•		is not required to be, and it is not otherwise, disclosed in ~~Insperity’s annual~~this proxy statement.



	•		the ability to represent the interests of all ~~stockholders~~ of ~~the Company~~our stockholders and not just one particular constituency;
	•		independence of thought and judgment;
	•		the ability to dedicate sufficient time, energy and attention to the performance of her or his duties, taking into consideration the prospective nominee’s service on other public company boards; and
	•		skills and expertise that are complementary to the existing Board members’ skills; in this regard, the Board will consider the Board’s need for operational, sales, management, financial, governmental or other relevant expertise.



•		~~Prepare~~prepare and set the agenda for and chair executive sessions of the outside directors;
•		~~Call~~call or convene executive sessions of the outside directors;
•		~~Authority~~authority to set the agenda for meetings of the Board;
•		~~Preside~~preside at all meetings of the Board where the Chairman of the Board is not present or has a potential conflict of interest;
•		~~Serve~~serve as liaison and facilitate communications between the independent directors and the Chairman of the Board and CEO;
•		~~Consult~~consult with the Chairman of the Board and CEO on matters relating to corporate governance and performance of the Board; and
•		~~Collaborate~~collaborate with the rest of the Nominating and Corporate Governance Committee on possible director conflicts of interest or breaches of the Corporate Governance Guidelines.



•		the financial affairs of the Company;
•		the integrity of the Company’s financial statements and internal controls;
•		the Company’s compliance with legal and regulatory requirements;
•		the independent auditor’s qualifications, independence and performance;
•		the performance of the personnel responsible for the Company’s internal audit function and independent auditors; and
•		the Company’s policies and procedures with respect to risk management.



Name		Title
Paul J. Sarvadi		Chief Executive Officer and Chairman of the Board
Douglas S. Sharp		Chief Financial Officer, Senior Vice President of Finance and Treasurer
Richard G. Rawson		President
A. Steve Arizpe		Chief Operating Officer and Executive Vice President of Client Services
Jay E. Mincks		Executive Vice President of Sales and Marketing


	•	~~implemented a “double trigger” requirement for early vesting of NEOs’ stock awards on a change in control;~~
14	• Insperity \| 2017 Proxy Statement


	•
16		adopted a policy prohibiting employees and directors from pledging transactions involving shares of the Company’s Common Stock that would be considered significant by the Board (see page 11 in the Corporate Governance Section). Insperity \| 2017 Proxy Statement



	•		attract and retain key executive officers responsible for our success; and
	•		motivate management both to achieve short-term business goals and to enhance long-term stockholder ~~value through our “pay-for-performance” philosophy.~~value.



	•		~~We have established and strive to maintain~~Promote a performance-driven culture that encourages growth by recognizing and rewarding employees who ~~reach~~meet and exceed the Company’s business objectives.
	•		~~As part of our~~Maintain competitive ~~compensation program, our~~ base ~~salary system compensates~~salaries that compensate employees based upon job responsibilities, level of experience, individual performance, comparisons to the market, internal comparisons and other relevant factors.
	•		~~We provide incentive compensation to recognize~~Motivate and reward individual, departmental and corporate performance through a variable pay ~~component that is equitable to both employees and stockholders, encourages~~programs. These programs directly support our business objectives, encourage leadership of departmental units and ~~directly supports our business objectives. As employees progress to higher levels in~~encourage collaboration and teamwork across the ~~Company, an increasing proportion of their compensation is linked to Company-wide and departmental performance.~~Company.
	•		~~We have created a strong alignment~~Align the interests of ~~interests among~~our executive officers ~~employees and~~with the interests of our stockholders through the use of long-term equity and performance-based incentive compensation opportunities.
	•		~~We provide~~Provide a competitive benefits package that recognizes and encourages work-life balance and fosters a long-term commitment to the Company.



ü		Hedging policy prohibits employees and directors from engaging in hedging transactions involving shares of our common stock
ü		Pledging policy prohibits employees and directors from engaging in pledging transactions involving shares of our common stock that would be considered significant by the Board
ü		A lead independent director
ü		Compensation Committee composed entirely of outside, independent directors
ü		Independent compensation consultant hired by and reporting directly to the Compensation Committee



û		Employment agreements with NEOs or other executive officers
û		Executive pension or other similar retirement or supplemental benefits
û		Single trigger change in control agreements for NEOs
û		Tax gross-ups in the event of a change in control
û		Medical coverage for retirees
û		Excessive benefits and perquisites



	Compensation Element	Form of Compensation	Purpose
Fixed	Base Salary	Cash	Provides fixed level of compensation to attract and retain talent
Variable and at Risk	Variable Cash Compensation (Insperity Annual Incentive Program)	Cash	Rewards executive officers for achieving annual Company, departmental and individual performance goals
Variable and at Risk	Long-Term Equity Incentives	Restricted Stock and Performance Shares	Supports long-term focus on creating stockholder value, provides strong retention incentive with multi-year vesting and rewards achievement of long-term performance goals
Benefits	Retirement Benefits	401(k) Plan	Provides competitive retirement benefits as part of comprehensive pay package
Benefits	Health & Welfare Benefits	Medical, Dental, Life and Disability Benefits	Provides competitive health and welfare benefits as part of comprehensive pay package



	•		provide incentives to attract and retain persons with training, experience and ability to serve as an ~~annual base salary payable in cash;~~executive officer;
	•		~~variable cash compensation, which is targeted as a percentage~~promote the interests of ~~base pay;~~the Company by encouraging executive officers to acquire or increase their equity interest in the Company;
	•		incent executive officers to achieve long-term ~~equity incentive compensation;~~performance goals and increase stockholder value;
	•		provide a means by which executive officers may develop a sense of proprietorship and personal involvement in the development and financial success of the Company; and
	•		~~supplemental~~encourage executive officers to remain with, and ~~special benefits, including management perquisites.~~devote their best efforts to the business of, the Company, thereby advancing the interests of the Company and our stockholders.



•		selecting and engaging an external, independent consultant;
•		reviewing and selecting companies to be included in our peer group;
•		reviewing market data on all major elements of executive compensation;
•		reviewing alignment of executive compensation and incentive goals with stockholder value; and
•		reviewing performance results against corporate, departmental and individual goals.



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	The Dun & Bradstreet Corporation	DNB
	FTI Consulting, Inc.	FCN
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	Korn/Ferry International	KFY
	Navigant Consulting, Inc.	NCI
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	WageWorks, Inc.	WAGE
	Willis Towers Watson PLC¹	WLTW



	•		the executive officer’s performance review conducted by either the Compensation Committee (for the CEO) or the CEO (for all other executive officers);
	•		the CEO’s recommendations regarding the other executive officers;
	•		the executive officer’s tenure with the Company, industry experience and ability to influence stockholder value; and
	•		the importance of the executive officer’s position to the Company in relation to the other executive officer positions within the Company.

by attending the meeting and voting in person;

by mail by signing, dating and returning your proxy in the envelope provided;

~~by submitting your proxy~~ via the Internet at the address listed on your proxy card; or

by ~~submitting your proxy~~telephone using the toll-free ~~telephone~~ number listed on your proxy card.