ASGN Inc
For the period ended Jun 13, 2024. Filed Apr 25, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 13, 2024 · Filed Apr 25, 2024
EFOR$34.34-3.4%Stored close · as of Nov 6, 2026
Contents
2024 PROXY STATEMENT
TABLE OF CONTENTS
| Proposal One – Election of Directors | 2 | Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table | 37 |
|---|---|---|---|
| Vote Required | 2 | Outstanding Equity Awards at Fiscal Year End | 38 |
| Board Recommendation | 2 | Option Exercises and Stock Vested | 39 |
| Board Experience Matrix | 9 | Non-Qualified Deferred Compensation | 39 |
| Independent Directors and Material Proceedings | 9 | Payments Upon Termination or Change in Control | 40 |
| Role of the Board | 9 | CEO Pay Ratio | 42 |
| Board Leadership Structure | 10 | Pay Versus Performance | 42 |
| Board Committees and Meetings | 10 | Equity Compensation Plan Information | 45 |
| Risk Oversight | 12 | ||
| Meetings | 13 | Proposal Two – Advisory Vote on Executive Compensation | 47 |
| Attendance of Directors at 2023 Annual Meeting of Stockholders | 13 | ||
| Director Compensation | 13 | Vote Required | 47 |
| Environmental Social Governance at ASGN | 14 | Board Recommendation | 47 |
| Director and Executive Officer Stock Ownership Guidelines | 15 | Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm | 48 |
| Director and Executive Officer Hedging and Pledging Transactions Policy | 15 | ||
| Ethics | 15 | Principal Accountant Fees and Services | 48 |
| Communicating with the Board | 15 | Vote Required | 48 |
| Compensation Committee Interlocks and Insider Participation | 16 | Board Recommendation | 48 |
| Security Ownership of Certain Beneficial Owners and Management | 17 | Report of the Audit Committee | 49 |
| Ownership of More than Five Percent of the Common Stock of ASGN | 17 | General Information about the Annual Meeting and Voting | 50 |
| Ownership of Directors and Management of ASGN | 18 | Certain Relationships and Related Party Transactions | 53 |
| Compensation Committee Chair Letter | 21 | Other Matters | 53 |
| Executive Compensation Discussion and Analysis | 22 | Where You Can Find Additional Information | 53 |
| Executive Summary | 22 | Incorporation by Reference | 53 |
| ASGN's Strategic Direction | 23 | Proposals by Stockholders | 53 |
| Summary of Say-on-Pay and Responsiveness | 24 | Miscellaneous | 54 |
| Compensation Philosophy | 25 | Annex A – Reconciliation of Performance Target | A-1 |
| Compensation Committee Report | 34 | ||
| Summary Compensation Table | 35 | ||
| Grants of Plan-Based Awards | 36 | ||
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