Photographer: Michael Nagle/Bloomberg

Insperity Activist Starboard Nominates Two More Board Directors

  • Starboard starts proxy fight to add Morphy, Shea to board
  • Activist settled last year for three directors at HR company

Insperity Inc. activist investor Starboard Value LP nominated two dissident directors to the human resources company’s board Tuesday, starting a proxy fight after settlement talks stalled.

Starboard nominated John Morphy, a former Paychex Inc. executive, and Michael F. Shea, a senior vice president at MedAssets-Precyse for election at Insperity’s upcoming annual meeting. Last year, Starboard settled with the Kingwood, Texas-based company by agreeing to add three new directors, including Peter Feld, one of the fund’s managing members.

“Starboard has engaged, and remains open to continuing to engage, with the board and management to reach a mutually agreeable resolution that would avoid the need for an election contest at the 2016 annual meeting,” the activist said Tuesday in a regulatory filing. “To date, the issuer has rejected Starboard’s settlement proposals, and Starboard believes that the issuer’s counterproposals have been inadequate.”

Insperity has been engaged in discussions with Starboard and hopes to reach a reasonable resolution that is in the best interests of all stockholders, Insperity said in a filing. The company’s board will review the proposed nominees and make a recommendation before the annual meeting, the statement said.

Starboard in January 2015 disclosed an activist stake in the HR outsourcing company and urged it to consider selling itself amid other options. It owns almost 16 percent of Insperity, according to Tuesday’s filing.

The activist said it believed Insperity, which has a market value of $1.1 billion, “has made progress over the past year, but that the issuer remains undervalued and that additional opportunities remain to improve the issuer’s operations and corporate governance,” the filing said. “The board can be further improved with directors who have direct industry experience in the HR outsourcing industry.”

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