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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON February 26, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASGN Incorporated
(Exact Name of Registrant as Specified in Its Charter)
Delaware
95-4023433
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
4400 Cox Road, Suite 110
Glen Allen, Virginia 2360
(888) 482-8068
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office)
Second Amendment to the Second Amended and Restated ASGN Incorporated
2012 Employment Inducement Incentive Award Plan
(Full title of the plan(s))
ASGN Incorporated
Jennifer Hankes Painter
Senior Vice President, Chief Legal Officer and Secretary
26745 Malibu Hills Road
Calabasas, California 91301
(818) 878-7900
Copy to:
Steven B. Stokdyk, Esq.
Latham & Watkins LLP
10250 Constellation Blvd. Suite 1100
Los Angeles, California 90067
(424) 653-5500
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer (Do not check if a smaller reporting company)
Smaller reporting company
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 7(a)(2)(B) of the Securities Act.



REGISTRATION OF ADDITIONAL SECURITIES

ASGN Incorporated (the “Company”) filed with the Securities and Exchange Commission Registration Statements on Form S-8 (File Nos. 333-181426, 333-183863, 333-204776, 333-223952, 333-256948) on May 15, 2012, September 12, 2012, June 5, 2015, March 27, 2018 and June 9, 2021 relating to shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), to be offered and sold under the Second Amendment to the Second Amended and Restated ASGN Incorporated 2012 Employment Inducement Incentive Award Plan (the “Plan”) and the contents of the Registration Statement on Form S-8 (File Nos. 333-181426, 333-183863, 333-204776, 333-223952, 333-256948) are incorporated by reference in this Registration Statement. The Company is hereby registering an additional 200,000 shares of Common Stock issuable under the Plan, none of which have been issued as of the date of this Registration Statement.








Item 8. Exhibits
Exhibit
Number
Exhibit Description
4.1Specimen Common Stock Certificate (P)
4.2
4.3
4.4
5.1
23.1
23.2Consent of Latham & Watkins LLP (included in Exhibit 5.1)*
24.1Power of Attorney (included in page S-1)*
99.1First Amendment to the Second Amended and Restated ASGN Incorporated ASGN Incorporated 2012 Employment Inducement Incentive Award Plan, effective as of June 8, 2021 (incorporated by reference from Exhibit 10.1 to our Quarterly Report on Form Q-1 filed with the SEC on August 9, 2021)
99.2
107
________________________________
*
Filed herewith.
(P)
Incorporated by reference from an exhibit filed with Registrant’s Registration Statement on Form S-1 (File No. 03350646) declared effective by the SEC on September 21, 1992. This exhibit originally filed in paper format. Accordingly, a hyperlink has not been provided.






SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glen Allen, State of Virginia, on this 25th day of February, 2025.
ASGN INCORPORATED
By:/s/ Theodore S. Hanson
Theodore S. Hanson
Chief Executive Officer


POWER OF ATTORNEY
The undersigned directors and officers of ASGN Incorporated hereby constitute and appoint Theodore S. Hanson, Marie L. Perry and Jennifer Hankes Painter each with full power to act with full power of substitution and re-substitution, as our true and lawful attorneys-in-fact and agents with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this Registration Statement and to file the same, with all exhibits and other documents relating thereto and any other registration statement relating to any offering made pursuant to this Registration Statement and hereby ratify and confirm all that such attorney-in-fact or his or her substitute shall lawfully do or case to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on February 25th, 2025, with the exception of Ms. Cunningham who signed on February 26th, 2025.
SignatureTitle
/s/ Theodore S. Hanson
Chief Executive Officer and Director
(Principal Executive Officer)
Theodore S. Hanson
/s/ Marie L. Perry
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Marie L. Perry
/s/ Rose Cunningham
Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer)
Rose Cunningham
/s/ Brian J. CallaghanDirector
Brian J. Callaghan
/s/ Joseph W. DyerDirector
Joseph W. Dyer
/s/ Mark A. FrantzDirector
Mark A. Frantz


/s/ Maria R. Hawthorne Director
Maria R. Hawthorne
/s/ Jonathan S. HolmanDirector
Jonathan S. Holman
/s/ Patricia L. Obermaier Director
Patricia L. Obermaier
/s/ Carol J. LindstromDirector
Carol J. Lindstrom
/s/ Arshad MatinDirector
Arshad Matin
/s/ Edwin A. Sheridan, IVDirector
Edwin A. Sheridan, IV