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): December 17, 2019 (December 11, 2019)

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.)

26745 Malibu Hills Road

Calabasas, CA 91301

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

(818) 878-7900

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 December 11, 2019, the Compensation Committee of the Board of Directors of ASGN Incorporated (the “Company”) approved Edward Pierce, the Company’s Executive Vice President and Chief Financial Officer, as a participant in the ASGN Incorporated Amended and Restated Change in Control Severance Plan, as amended and restated on December 11, 2019 (the “Severance Plan”). In connection with this approval, the Executive Change of Control Agreement between Mr. Pierce and the Company, dated September 1, 2012, was terminated and will be of no further force or effect.

The foregoing is qualified in its entirety by reference to the full text of the Severance Plan, which is filed as Exhibit 10.1 to this Form 8-K, and is incorporated herein by reference. 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	ASGN Incorporated Amended and Restated Change in Control Severance Plan, as amended and restated on December 11, 2019
104.1	Cover page interactive data file (embedded within the Inline XBRL document)

SIGNATURE

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

	ASGN Incorporated
Date: December 17, 2019	/s/ Jennifer Hankes Painter
	Jennifer Hankes Painter
	Senior Vice President, Chief Legal Officer and Secretary