Document

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): June 14, 2017 (June 8, 2017)
 
On Assignment, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
000-20540
95-4023433
(State or other jurisdiction
 of incorporation)
(Commission
 File Number)
(IRS Employer
 Identification No.)
 
26745 Malibu Hills Road, Calabasas, California
91301
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:  (818) 878-7900

 
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 (see General Instruction A.2. below):
 
 
 
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 
 
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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 o
 
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. o
 



Item 5.07  Submission of Matters to a Vote of Security Holders
     
On June 8, 2017, On Assignment, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) at the Ritz Carlton Georgetown located at 3100 South Street, N.W., Washington D.C. 20007. A total of 52,811,610 shares of the Company’s common stock were entitled to vote as of April 10, 2017, the record date for the Annual Meeting. There were 48,305,921 shares present in person or by proxy at the Annual Meeting, at which the stockholders were asked to vote on several proposals. Below is a summary of the proposals and corresponding votes.
 
Proposal 1.  Election of Directors

The first proposal was the election of three members of the Board to serve as directors until the 2020 annual meeting of stockholders or until their successors are duly elected and qualified. Peter T. Dameris, Jonathan S. Holman and Arshad Matin were elected receiving votes as follows:

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nominee
For
Against
Withheld
Broker Non-Votes
Peter T. Dameris
45,278,040
249,041
32,586
2,746,254
Jonathan S. Holman
44,471,143
1,055,285
33,239
2,746,254
Arshad Matin
44,623,008
903,480
33,179
2,746,254


Proposal 2.  Advisory Vote on Executive Compensation
 
The non-binding advisory vote to approve the Company’s executive compensation for the year ended December 31, 2016 was approved as follows:
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
37,628,248
7,693,040
238,379
2,746,254

Proposal 3.  Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
 
A one-year frequency received the most votes for the non-binding advisory vote on the frequency of future advisory votes on executive compensation as follows:
 
 
 
 
 
 
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
37,411,972
43,303
8,060,267
44,125
2,746,254

The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by our Board of Directors in the proxy statement for the Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes. 

Proposal 4.  Ratification of Appointment of Independent Registered Public Accounting Firm
 
The appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified by the Company’s stockholders as follows:
 
 
 
 
 
 
For
Against
Abstain
Broker Non-Votes
47,597,655
672,377
35,889
—




SIGNATURES
 
According to the requirements of the Securities Exchange Act, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on June 14, 2017.
 
 
 
 
 
 
ON ASSIGNMENT, INC.
 
 
 
 
 
 
 
/s/
Jennifer Hankes Painter
 
By:
Jennifer Hankes Painter
 
Its:
SVP, Chief Legal Officer and Secretary