[8-K] ASGN Inc Reports Material Event

Rhea-AI Filing Summary

ASGN Incorporated's Board adopted an amended and restated set of bylaws. The changes modernize procedural and disclosure rules for stockholder nominations and proposals, require nominees to complete a background and disclosure questionnaire, and add mechanics for calling special meetings or acting by written consent. The amendments also update notice procedures for special Board meetings, clarify resignation procedures for directors and officers, revise stock transfer and record date processes, and modify indemnification provisions for directors and officers. For the 2026 annual meeting, business proposals must be delivered to the Secretary no earlier than the close of business on February 12, 2026 and no later than the close of business on March 14, 2026.

Positive

• Enhanced disclosure requirements for nominees and proposing stockholders improve transparency for investors
• Standardized advance-notice timing aligns nominations and proposals, reducing procedural ambiguity
• Added mechanics for special meetings and written consents give clearer paths for extraordinary corporate actions
• Updated indemnification and resignation procedures reduce legal uncertainty for directors and officers

Negative

• In-person submission requirement for nominations may restrict remote or proxy-driven shareholder activism
• Additional background and ownership disclosures could raise barriers and administrative burden for nominating stockholders

Insights

Corporate Governance Expert

TL;DR: Bylaw revisions tighten nomination mechanics and disclosure, balancing governance clarity with stricter shareholder procedural requirements.

The amendments standardize advance-notice timing for nominations and proposals, require in-person stockholder presence to submit nominations at meetings, and mandate expanded background and ownership disclosures. These changes improve transparency around nominations and potential solicitations and strengthen the board's procedural control over meeting business. Revisions to indemnification, resignation procedures, and special-meeting mechanics update governance norms and reduce ambiguity. Overall, changes are governance-focused with limited direct financial impact but meaningful for shareholder engagement processes.

Investor Relations / Corporate Counsel

TL;DR: Amendments clarify administrative processes and could raise the bar for activist stockholder actions, while improving internal consistency.

Requiring questionnaires and additional disclosures for nominees and related persons increases transparency for investors and management. The in-person submission requirement and tightened deadlines for advance notice may constrain the ability of remote or organized groups to nominate or propose business, which could reduce the frequency of ad hoc proposals. Updates to transfer, record date, and indemnification provisions are largely operational and reduce legal uncertainty. No financial figures were provided, so materiality is governance rather than fiscal.

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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): September 22, 2025 (September 18, 2025)

ASGN Incorporated

(Exact name of registrant as specified in its charter)

Delaware

001-35636

95-4023433

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

4400 Cox Road, Suite 110, Glen Allen, Virginia									23060
(Address of Principal Executive Offices)									(Zip Code)

(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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 18, 2025, the Board of Directors (the “Board”) of ASGN Incorporated (the “Company”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended, the “Bylaws”). Among certain other technical, conforming, modernizing and clarifying changes, the amendments contained in the Bylaws:

•Enhance procedural mechanics in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including requiring a stockholder of record present in person at the meeting to submit such nomination or proposal and specifying that the deadline for advance notice of proposals for an annual meeting of stockholder will generally be the same as that for nominations, which is not later than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting. Accordingly, business proposals for the 2026 annual meeting of stockholders must be delivered to the Secretary not earlier than the close of business on February 12, 2026 and not later than the close of business on March 14, 2026.

•Enhance disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including, without limitation, requiring certain additional background and ownership information and disclosures regarding proposing and nominating stockholders and other persons related to or participating in a stockholder’s solicitation of proxies.

•Require stockholder nominees to complete a questionnaire to provide certain background information and representation and representations regarding disclosure of voting or compensation arrangements, compliance with the Company’s policies and guidelines and intent to serve the entire term.

•Add procedural mechanics for stockholders to call special meetings of stockholders or act by written consent.

•Update provisions relating to calling and notices of special Board meetings.

•Clarify procedures for director and officer resignations.

•Update procedures governing stock transfers and record date setting.

•Update the Company’s indemnification obligations regarding directors and officers.

•Make various other updates, including ministerial and conforming changes, and changes in furtherance of gender neutrality.

The Bylaws are filed herewith as Exhibit 3.1. The foregoing description of the changes contained in the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.						Description
3.1						Sixth Amended and Restated Bylaws of ASGN Incorporated, effective September 18, 2025
104						Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURE

Pursuant to the requirements of the Securities 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: September 22, 2025						/s/ Jennifer Hankes Painter
						Jennifer Hankes Painter
						Senior Vice President, Chief Legal Officer and Secretary

FAQ

What did ASGN (ASGN) change in its bylaws?

The Board adopted an amended and restated set of bylaws that update nomination procedures, disclosure requirements, special-meeting mechanics, resignation and indemnification rules and other ministerial changes.

How do the new bylaws affect stockholder nominations at ASGN?

They require a stockholder of record present in person at the meeting to submit nominations, impose a questionnaire for nominees, and mandate expanded background and ownership disclosures.

What are the advance notice deadlines for proposals for ASGN's 2026 annual meeting?

Business proposals for the 2026 annual meeting must be delivered to the Secretary no earlier than the close of business on February 12, 2026 and no later than the close of business on March 14, 2026.

Did ASGN change indemnification or resignation procedures?

Yes. The bylaws update indemnification obligations for directors and officers and clarify procedures for director and officer resignations.

Are these bylaw changes likely to have an immediate financial impact on ASGN?

The filing contains no financial data; the changes are governance-focused and do not include financial figures or direct financial measures.