8-K

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 13, 2024

ASGN Incorporated

(Exact name of registrant as specified in its charter)

Delaware	001-35636	95-4023433
(State or other jurisdiction<br>of incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>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 13, 2024, the Company held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) virtually. A total of 46,055,082 shares of the Company’s common stock were entitled to vote as of April 17, 2024, the record date for the Annual Meeting. There were 44,153,578 shares present 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 three members of the Board to serve as directors until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Joseph W. Dyer, Carol J. Lindstrom and Patricia L. Obermaier were elected receiving votes as follows:

	For	Against	Abstain	Broker Non-Votes
Joseph W. Dyer	40,642,639	1,225,647	27,648	2,257,644
Carol J. Lindstrom	40,761,010	1,123,726	11,198	2,257,644
Patricia L. Obermaier	40,844,061	1,040,627	11,246	2,257,644

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, 2023 was approved as follows:

For	Against	Abstain	Broker Non-Votes
41,529,561	335,199	31,174	2,257,644

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, 2024 was ratified by the Company’s stockholders as follows:

For	Against	Abstain	Broker Non-Votes
42,855,249	1,284,993	13,336	—

Item 8.01 Other Events

On June 13, 2024, the Company issued a press release regarding the appointment and election of Ms. Obermaier to the Company’s Board of Directors. A copy of this press release is furnished as Exhibit 99.1 to this Report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit Number	Description
99.1	Press release of ASGN Incorporated dated June 13, 2024
104.1	Cover page interactive data file (embedded within the Inline XBRL document)

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 13, 2024	/s/ Jennifer Hankes Painter
	Jennifer Hankes Painter
	Senior Vice President and Chief Legal Officer and Secretary

Document

Exhibit 99.1

ASGN Announces the Appointment of Patricia Obermaier to Board of Directors

RICHMOND, VA., June 13, 2024 -- ASGN Incorporated (NYSE: ASGN), a leading provider of IT services and professional solutions across the commercial and government sectors, today announced the appointment and election of Patricia Obermaier to the Company’s Board of Directors, effective today. Ms. Obermaier has served as an advisor to ASGN’s Board since January 2024 and will become a member of the Board’s Strategy and Technology Committee.

A seasoned technology professional, with over 30 years of industry experience, Ms. Obermaier has been an executive at Microsoft Corporation since July 2019. She currently serves as Microsoft’s Chief Growth Officer and VP, Strategic Initiatives for the company’s $12 billion Global Health Life Sciences Division. In this role, Ms. Obermaier is responsible for identifying emerging opportunities, while also mobilizing and activating commercial resources to capture increased market share for her division.

Prior to Microsoft, Ms. Obermaier served as the Founder and CEO of Resigility, a strategic advisory and information management services firm dedicated to improving the resilience and agility of corporations, government agencies, and communities. She has also held numerous other leadership roles, including as VP, General Manager at Iqvia, a global provider of advanced analytics, technology, and research for the life science industry, and as Lead Partner and Chief Strategy Officer for global tech solutions company Unisys Corporation.

“We are honored to welcome Patty Obermaier to our Board of Directors,” said ASGN Chief Executive Officer, Ted Hanson. “Patty brings a wealth of experience and insight from being a leader at one of the world’s largest technology companies. Her strategic vision and operational expertise will be invaluable as we continue to grow ASGN’s IT consulting business and deliver innovative solutions to our clients.”

“I am delighted to join the ASGN Board at such a pivotal time in the Company’s evolution,” commented Obermaier. “ASGN has a strong track record of delivering high-value services and solutions to its clients across the commercial and government sectors. I look forward to working closely with my fellow directors to position ASGN for continued success.”

Recognizing Director Retirement

In addition to Ms. Obermaier’s appointment, ASGN recognizes the retirement of Board Director, Mariel Joliet, who has served as a director since December 2016.

“On behalf of our entire Board and Company, I’d like to thank Mariel for her partnership these past eight years. Mariel’s financial expertise contributed to our success as we have grown and evolved our operations, and we wish her the very best,” said Hanson.

With Joliet’s retirement, along with the previously announced retirement of fellow director and former Audit Committee Chair, Marty Kittrell, ASGN has a total of 10 directors, three of whom are women. More information on ASGN’s commitment to inclusion in the workplace and Board diversity can be found in the Company’s 2023 ESG Report, which will be published shortly and available on ASGN’s website.

About ASGN Incorporated

ASGN Incorporated (NYSE: ASGN) is a leading provider of IT services and solutions across the commercial and government sectors. ASGN helps corporate enterprises and government organizations develop, implement, and operate critical IT and business solutions through its integrated offerings. For more information, please visit asgn.com.

Safe Harbor

Certain statements made in this news release are “forward-looking statements” within the meaning of Section 27A of the Securities Exchange Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and involve a high degree of risk and uncertainty. Forward-looking statements include statements regarding our anticipated financial and operating performance. All statements in this news release, other than those setting forth strictly historical information, are forward-looking statements. Forward-looking statements are not guarantees of future performance and actual results might differ materially. For a full list of risks and discussion of forward-looking statements, please see our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 23, 2024. We specifically disclaim any intention or duty to update any forward-looking statements contained in this news release.

Contact:

Kimberly Esterkin

Vice President, Investor Relations

kimberly.esterkin@asgn.com