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
                                Cover page interactive data file (embedded within the Inline XBRL
          104.1                 document)

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