ASGN Inc.

06/17/2025 | Press release | Distributed by Public on 06/17/2025 04:01

Proxy Results, Management Change/Compensation (Form 8-K)

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 -
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