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): January 4, 2022 (January 3, 2022)

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.

On January 3, 2022, ASGN Incorporated (the “Company”) entered into a transition agreement (the “Transition Agreement”) with George Wilson, President of ECS Federal, LLC (“ECS”), the Company’s Federal Government segment. Pursuant to the Transition Agreement, (i) Mr. Wilson will no longer serve as President of ECS and will continue his employment through April 3, 2022 as Executive Advisor; (ii) as Executive Advisor Mr. Wilson will be eligible to receive a monthly salary of $10,000 and will not be eligible to receive a bonus for 2022; (iii) Mr. Wilson’s 2020 and 2021 annual time-vesting RSU grants will be canceled and forfeited; and (iv) Mr. Wilson will no longer be eligible to receive severance under his Employment and Non-Competition Agreement, dated as of January 31, 2018, or the Company’s Amended and Restated Change in Control Severance Plan. However, per the terms of an RSU retention award granted to him on April 2, 2018, due to his successful implementation of a succession plan, the remaining unvested RSUs from that grant will vest in full on April 3, 2022. Further, per the Transition Agreement, Mr. Wilson’s 2020 and 2021 Company performance-based restricted stock unit awards will remain outstanding and eligible to vest based on achievement of the performance goals on a pro rata basis that reflects his time served as President of ECS.

On the close of business on April 3, 2022, Mr. Wilson will retire from employment with the Company.

Item 8.01 Other Events.

On January 3, 2022, the Company issued a press release announcing Mr. Wilson’s transition to Executive Advisor. A copy of this press release is furnished as Exhibit 99.1 to this Report and is incorporated into this Report by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release of ASGN Incorporated dated January 3, 2022
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
	/s/ Jennifer Hankes Painter
Date: January 4, 2022	Jennifer Hankes Painter
	SVP, Chief Legal Officer and Secretary

Document

ASGN Incorporated Announces Key Leadership Updates

Approves New Share Repurchase Program

RICHMOND, VA., January 3, 2022 -- ASGN Incorporated (NYSE: ASGN), a leading provider of IT services and professional solutions, including technology, creative, and digital, across the commercial and government sectors, announced effective today several changes to its leadership team.

•Rand Blazer, President of Apex Systems, LLC, has been promoted to President of ASGN

•Sean Casey, COO, has been promoted to President of Apex Systems, LLC

•Matt Riley, COO, has been promoted to President of Creative Circle, LLC

•John Heneghan, COO, has been promoted to President of ECS Federal, LLC

•Shane Lamb continues in his position as the President of CyberCoders, Inc.

•George Wilson has retired as President of ECS Federal, LLC effective today and will remain as an Executive Advisor for three months to complete the transition to John Heneghan

“These are exciting times at ASGN, and the promotions of Rand, John, Sean and Matt are all very well deserved,” said ASGN Chief Executive Officer, Ted Hanson. “I have full confidence that their transitions into these new roles will be seamless and that our Company will not miss a beat. At the same time, on behalf of the Board of Directors and our entire executive management team, I would like to thank George for his incredible service and contributions to our Company since ASGN acquired ECS in 2018. George will certainly be missed, but he leaves a fully capable team under John’s leadership primed for continued success as we embark upon the new calendar year.”

Share Repurchase Program

The Company also announced today that its Board of Directors approved a new stock repurchase program under which the Company may repurchase up to $350 million of its common stock through December 2023. As designated by the terms of the program, purchases can be made in the open market or under a Rule 10b5-1 trading plan. The stock repurchase program does not obligate the Company to acquire any particular amount of the Company’s stock and may be suspended at any time at the Company’s discretion.

About ASGN Incorporated

ASGN Incorporated (NYSE: ASGN) is a leading provider of IT services and professional solutions, including technology, creative, and digital, across the commercial and government sectors. ASGN helps leading corporate enterprises and government organizations develop, implement and operate critical IT and business solutions through its integrated offering of professional staffing and IT solutions. ASGN’s mission is to be the most trusted partner for companies seeking highly skilled human capital and integrated solutions to fulfill their strategic and operational needs. For more information, visit us at asgn.com.

Safe Harbor

Certain statements made in this news release are “forward-looking statements” within the meaning of 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 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. In particular, we make no assurances that the estimates of revenues and Adjusted EBITDA will be achieved. Factors that could cause or contribute to such differences include actual demand for ASGN services, the Company’s ability to attract, train and retain qualified staffing consultants, the Company’s abilities to remain competitive in obtaining and retaining clients, the availability of qualified contract professionals, management of growth, continued performance and improvement of enterprise-wide information systems, the Company’s ability to manage litigation matters, the successful integration of recent or future acquisitions and demand for each of our services and other risks detailed from time to time in reports filed with the SEC, including ASGN's Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 1, 2021. We specifically disclaim any intention or duty to update any forward-looking statements contained in this news release.

Contacts:

Ed Pierce

ASGN Chief Financial Officer

818-878-7900

Kimberly Esterkin

Addo Investor Relations

310-829-5400

kesterkin@addo.com