asgn-20220621

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 21, 2022 (June 16, 2022)

ASGN Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-35636

95-4023433

(State or other jurisdiction
of incorporation or organization)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

4400 Cox Road, Suite 110

Glen Allen, Virginia 23060

(Address, including zip code, of Principal Executive Offices)

(888) 482-8068

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of exchange on which registered
Common Stock	ASGN	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 16, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. A total of 51,309,846 shares of the Company’s common stock were entitled to vote as of April 18, 2022, the record date for the Annual Meeting. There were 48,090,196 shares present in person or by proxy at the Annual Meeting, at which the stockholders were asked to vote on several proposals. Below is a summary of the proposals and corresponding votes.

Proposal 1. Election of Directors

The first proposal was the election of four members of the Board to serve as directors until the 2025 annual meeting of stockholders or until their successors are duly elected and qualified. Brian J. Callaghan, Theodore S. Hanson, Maria R. Hawthorne and Edwin A. Sheridan, IV were elected receiving votes as follows:


Nominee	For	Against	Abstain	Broker Non-Votes
Brian J. Callaghan	44,818,295	1,222,968	16,241	2,032,692
Theodore S. Hanson	45,926,482	114,606	16,416	2,032,692
Maria R. Hawthorne	44,804,185	1,230,095	23,224	2,032,692
Edwin A. Sheridan, IV	42,767,451	3,272,212	17,841	2,032,692

Proposal 2. Advisory Vote on Executive Compensation

The non-binding advisory vote to approve the Company’s executive compensation for the year ended December 31, 2021 was approved as follows:


For	Against	Abstain	Broker Non-Votes
45,502,834	535,285	19,385	2,032,692

Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified by the Company’s stockholders as follows:


For	Against	Abstain	Broker Non-Votes
45,627,858	2,447,545	14,793	—

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ASGN Incorporated

Date: June 21, 2022			/s/ Jennifer Hankes Painter
			Jennifer Hankes Painter
			SVP, Chief Legal Officer and Secretary