Insperity Inc. (NYSE: NSP), the largest PEO in the US, reached an agreement with its largest shareholder, Starboard Value LP, regarding the composition of its board of directors in advance of the company’s 2015 annual meeting of shareholders. Starboard, a New York-based investment adviser, disclosed in January it held a 13.2% ownership stake in the Houston-based company and outlined suggestions aimed at creating shareholder value that include possibly selling the company.

Under the terms of the agreement announced today, Starboard will vote all of its shares at the upcoming annual meeting in favor of the company’s incumbent Class II directors: Chairman and CEO Paul Sarvadi, Lead Independent Director Carol Kaufmann, and Chairman of the Finance and Risk Management Committee Austin Young.

The agreement also calls for the immediate appointment of two new directors to the board — Norman Sorensen and Peter Feld, who will be the only nominee affiliated with Starboard. Feld is managing member and head of research at Starboard. There will also be a later appointment of a third director nominated by Starboard. Two existing directors, Paul Lattanzio and Jack Fields, will depart from the board immediately following the 2015 annual meeting.

Insperity created a new independent advisory committee as part of the agreement to review the company’s business and make recommendations regarding capital allocation, expenses and targeted ranges for adjusted EBITDA margins. The new committee consists of two current independent directors and two Starboard nominees, including Starboard’s Feld, who will chair the committee.

Insperity also agreed to sell its two aircraft.

“This agreement represents the best possible outcome for all of our shareholders,” Sarvadi said. “We look forward to working with the new directors toward our common goal of enhancing long-term shareholder value and continuing our strong business momentum.”

The new directors — Sorensen and Feld — qualify as “independent” directors under the New York Stock Exchange’s governance rules. Sorensen has been appointed as a Class II director. Feld has been appointed as a Class II director. Starboard’s future nominee will appointed a class II director as well.

Feld is a managing member and head of research of Starboard Value, a position he has held since April 2011.

“As the company’s largest shareholder, we recognize the value of Insperity’s platform and are pleased to join the board,” Feld said. “We believe the addition of new independent directors will bring a fresh perspective to the boardroom and we look forward to working constructively with the incumbent Board members to enhance shareholder value.”