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 16, 2025 (June 12, 2025)

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 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of ASGN Incorporated (the “Company”) held on June 12, 2025, the Company’s stockholders approved the First Amendments to each of the Company’s Second Amended and Restated 2010 Incentive Award Plan (“Incentive Award Plan”) and Second Amended and Restated 2010 Employee Stock Purchase Plan (“ESPP”). The material terms of the amendments are described in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2025, which description is incorporated by reference in this Current Report on Form 8-K. A copy of the First Amendment to the Incentive Award Plan as so approved is included as Exhibit 10.1, and the First Amendment to the ESPP as so approved is included as Exhibit 10.2, to this Current Report on Form 8-K and they are incorporated herein by reference.

Item 5.07  Submission of Matters to a Vote of Security Holders

A total of 43,864,078 shares of the Company’s common stock were entitled to vote as of April 16, 2025, the record date for the Annual Meeting. There were 41,695,164 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 four members of the Board to serve as directors until the 2028 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:

	For	Against	Abstain	Broker Non-Votes
Brian J. Callaghan	38,086,348	928,311	40,396	2,640,109
Theodore S. Hanson	38,576,889	445,213	32,953	2,640,109
Maria R. Hawthorne	38,558,247	450,553	46,255	2,640,109
Edwin A. Sheridan, IV	35,998,523	3,021,997	34,535	2,640,109

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, 2024 was approved as follows:

For	Against	Abstain	Broker Non-Votes
38,540,922	397,552	116,581	2,640,109

Proposal 3.  Approval of the First Amendment to the Company’s Incentive Award Plan

The proposal to approve the First Amendment to the Company’s Incentive Award Plan was approved as follows:

For	Against	Abstain	Broker Non-Votes
38,370,616	567,408	117,031	2,640,109

Proposal 4.  Approval of the First Amendment to the Company’s ESPP

The proposal to approve the First Amendment to the Company’s ESPP was approved as follows:

For	Against	Abstain	Broker Non-Votes
38,798,799	148,245	108,011	2,640,109

Proposal 5.  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, 2025 was ratified by the Company’s stockholders as follows:

For	Against	Abstain	Broker Non-Votes
40,891,874	763,893	39,397	—

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description
10.1*	First Amendment to ASGN Incorporated Second Amended and Restated 2010 Incentive Award Plan
10.2*	First Amendment to ASGN Incorporated Second Amended and Restated 2010 Employee Stock Purchase Plan
104	Cover page interactive data file (formatted as inline XBRL)
* Filed herewith

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 16, 2025	/s/ Jennifer Hankes Painter
	Jennifer Hankes Painter
	Senior Vice President, Chief Legal Officer and Secretary

Document

Exhibit 10.1

FIRST AMENDMENT TO

ASGN INCORPORATED SECOND AMENDED AND RESTATED

2010 INCENTIVE AWARD PLAN

This First Amendment (“First Amendment”) to the ASGN Incorporated Second Amended and Restated 2010 Incentive Award Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of ASGN Incorporated, a Delaware corporation (the “Company”), effective as of April 9, 2025 (the “Amendment Effective Date”). Capitalized terms used in this First Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

RECITALS

A.     The Company currently maintains the Plan.

B.    Pursuant to Section 13.1 of the Plan, the Plan may be wholly or partially amended or otherwise modified at any time or from time to time by the Board, subject to approval by the stockholders of the Company for certain actions, including to increase the Share Limit (as defined in the Plan).

C.    The Board believes it is in the best interests of the Company and its stockholders to, among other things, amend the Plan to (i) increase the Share Limit and (ii) extend the term of the Plan.

AMENDMENT

The Plan is hereby amended as follows, effective as of the Amendment Effective Date:

1.Section 3.1(a). The first sentence of Section 3.1(a) of the Plan is hereby amended and restated in its entirety with the following:

“Subject to Section 3.1(b) and Section 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to the sum of (x) 3.5 million and (y) any Shares which were previously available for issuance under the Plan; provided, however, that the Share Limit shall be reduced by 1.53 shares for each Share delivered in settlement of any Full Value Award.”

2.Section 13.1. Section 13.1 of the Plan is hereby deleted and replaced in its entirety with the following:

“Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 13.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company’s stockholders, no action of the Administrator may, except as provided in Section 13.2 hereof, (i) increase the Share Limit, (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 11.6 hereof. In addition, the Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with applicable laws. Except as provided in Section 13.10 hereof, no

amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after the tenth anniversary of April 9, 2035.”

3.Section 2.36(a). Section 2.36(a) of the Plan is hereby amended by adding the following to the end of such section new items (xxiv), (xxv) an (xxvi) as follows:

“(xxiv) adjusted earnings before interest, taxes, depreciation and amortization, (xxv) net operating profit after tax and (xxvi) relative total stockholder return.”

4.Section 13.16. A new Section 13.16 is hereby created and added to the Plan as follows:

“Claw-back Provisions. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively received by Participant upon any receipt or exercise of any Award or upon the receipt or sale of any Shares underlying the Award) shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, the Company’s Policy for Recovery of Erroneously Awarded Compensation and any other claw-back policy adopted to comply with applicable laws, as and to the extent set forth in such claw-back policy or the Award Agreement.”

5.This First Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated in and forms a part of the Plan.

6.Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

Document

Exhibit 10.2

FIRST AMENDMENT TO

ASGN INCORPORATED

SECOND AMENDED AND RESTATED

2010 EMPLOYEE STOCK PURCHASE PLAN

This First Amendment (“First Amendment”) to the ASGN Incorporated Second Amended and Restated 2010 Employee Stock Purchase Plan (the “Plan”), is adopted by the Board of Directors (the “Board”) of ASGN Incorporated, a Delaware corporation (the “Company”), effective as of April 9, 2025 (the “Amendment Effective Date”). Capitalized terms used in this First Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

RECITALS

A.     The Company currently maintains the Plan.

B.    Pursuant to Section 11(a) of the Plan, the Plan may amend the Plan at any time and from time to time by the Board or the Committee, provided that approval by the Company’s stockholders shall be required to amend the Plan to increase the number of shares of Stock that may be sold pursuant to Options under the Plan (each, as defined in the Plan).

C.    The Board believes it is in the best interests of the Company and its stockholders to amend the Plan to, among other things, increase the number of shares of Stock that may be sold pursuant to Options under the Plan.

AMENDMENT

The Plan is hereby amended as follows, effective as of the Amendment Effective Date:

1.Section 2. Section 2 of the Plan is hereby amended and restated in its entirety with the following:

“Subject to the provisions of Section 9 hereof (relating to adjustments upon changes in the Stock) and Section 11 hereof (relating to amendments of the Plan), the Stock that may be sold pursuant to Options granted under the Plan shall not exceed in the aggregate 7.5 million shares of Stock. The shares of Stock sold pursuant to Options granted under the Plan may be unissued shares or treasury shares of Stock, or shares reacquired in private transactions or open market purchases. If and to the extent that any right to purchase reserved shares is not exercised by any Participant for any reason, or if such right to purchase shall terminate as provided herein, shares that have not been so purchased hereunder shall again become available for the purposes of this Plan, unless this Plan shall have been terminated, but all shares sold under this Plan, regardless of source, shall be counted against the share limitation set forth above.”

2.Section 11(a). The first sentence of Section 11(a) of the Plan is hereby deleted and replaced in its entirety with the following:

“The Board or the Committee may amend, suspend, or terminate the Plan at any time and from time to time, provided that approval by the Company’s stockholders shall be required to amend the Plan to: (1) to increase (other than an increase pursuant to Section 9(a) hereof) the number of

shares of Stock that may be sold pursuant to Options under the Plan, (2) change the Plan in any manner that would cause the Plan to no longer be an “employee stock purchase plan” within the meaning of Section 423(b) of the Code or (3) change the Plan in any manner that would be considered the adoption of a new plan within the meaning of Treasury regulation Section 1.423-2(c)(4).”

3.This First Amendment shall be and, as of the Amendment Effective Date, is hereby incorporated in and forms a part of the Plan.

4.Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.