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ASGN > SEC Filings for ASGN > Form 8-K on 13-Jun-2013All Recent SEC Filings

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Form 8-K for ON ASSIGNMENT INC


13-Jun-2013

Submission of Matters to a Vote of Security Holders, Other Events, Financial St


Item 5.07 Submission of Matters to a Vote of Security Holders

On June 7, 2013, On Assignment, Inc. (the "Company") held its 2013 Annual Meeting of Stockholders (the "Annual Meeting") at the Company's offices in Calabasas, California. A total of 53,221,748 shares of the Company's common stock were entitled to vote as of April 12, 2013, the record date for the Annual Meeting. There were 49,670,626 shares present in person or by proxy at the Annual Meeting, at which the stockholders were asked to vote on four 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 2016 annual meeting of stockholders or until their successors are duly elected and qualified. William E. Brock, Edwin A. Sheridan, IV, and Brian J. Callaghan were elected receiving votes as follows:

Nominee For Withheld Broker Non-Votes William E. Brock 46,327,682 1,156,517 2,186,427 Edwin A. Sheridan, IV 28,557,416 18,926,783 2,186,427 Brian J. Callaghan 28,404,609 19,079,590 2,186,427

Proposal 2. Amendment of the On Assignment 2010 Incentive Award Plan.

The second proposal was to approve an amendment to the On Assignment, Inc. 2010 Incentive Award Plan (the "2010 Plan") to, among other things, increase the number of shares we are authorized to issue or award under the 2010 Plan by four million shares.

For Against Abstain Broker Non-Votes 44,828,425 2,645,971 9,803 2,186,427

Proposal 3. Advisory Vote on Executive Compensation

The non-binding advisory vote to approve the compensation of the Company's named executive officers was approved as follows:

For Against Abstain Broker Non-Votes 46,068,635 1,345,371 70,193 2,186,427

Proposal 4. Ratification of Appointment of Independent Registered Accounting Firm

The appointment of Deloitte & Touche LLP to serve as our independent registered accounting firm for the fiscal year ending December 31, 2013 was ratified by the Company's stockholders as follows:

For Against Abstain Broker Non-Votes 48,708,503 960,371 1,752 0




Item 8.01 Other Events

On February 12, 2013 the Company completed the sale of the Nurse Travel division for $31.0 million in cash. Pursuant to guidance provided by the Securities and Exchange Commission ("SEC"), the Company has recast in Exhibit No. 99.1 filed with this Report the applicable items that were contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "Form 10-K"), to present the Nurse Travel division, previously included in the Healthcare segment, as discontinued operations: Item 6 "Selected Financial Data;" Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations;" Item 8 "Financial Statements and Supplementary Data;" Item 9A "Controls and Procedures;" and Item 15 "Exhibits and Financial Statement Schedule."

This Current Report on Form 8-K does not reflect events occurring after March 18, 2013, the date the Company filed its Annual Report on Form 10-K for the year ended December 31, 2012, and does not modify or update the disclosures therein in any way, other than as required to reflect the recast, as described above and set forth in Exhibit 99.1 attached hereto. For information on developments regarding the Company since the filing of the Form 10-K, please refer to the Company's reports filed with the SEC, including the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and other subsequent SEC filings.



Item 9.01 Financial Statements and Exhibits

(d)      Exhibits
23.1     Consent of Independent Registered Public Accounting Firm.
99.1     Selected Financial Data, Management's Discussion and Analysis of
         Financial Condition and Results of Operations, Audited Consolidated
         Financial Statements of On Assignment Systems, Inc., as of December 31,
         2012 and 2011 and for each of the three years in the period ended
         December 31, 2012, Controls and Procedures, and Schedule II - Valuation
         and Qualifying Accounts.
101.INS  XBRL Instance Document
101.SCH  XBRL Taxonomy Extension Schema Document
101.CAL  XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF  XBRL Taxonomy Extension Definition Linkbase Document
101.LAB  XBRL Taxonomy Extension Label Linkbase Document
101.PRE  XBRL Taxonomy Extension Presentation Linkbase Document

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