0000890564-17-000022.txt : 20170106 0000890564-17-000022.hdr.sgml : 20170106 20170106161757 ACCESSION NUMBER: 0000890564-17-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170106 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20170106 DATE AS OF CHANGE: 20170106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ON ASSIGNMENT INC CENTRAL INDEX KEY: 0000890564 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 954023433 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35636 FILM NUMBER: 17514501 BUSINESS ADDRESS: STREET 1: 26745 MALIBU HILLS ROAD CITY: CALABASAS STATE: CA ZIP: 91301 BUSINESS PHONE: 8188787900 MAIL ADDRESS: STREET 1: 26745 MALIBU HILLS ROAD CITY: CALABASAS STATE: CA ZIP: 91301 8-K 1 a8-kmcgowan.htm 8-K 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): January 6, 2017 (December 30, 2016)

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))




Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) (e)    On December 30, 2016, On Assignment, Inc. (the “Company”) accepted the retirement of Michael J. McGowan, Chief Operating Officer of the Company and President of Oxford Global Resources, LLC, a subsidiary of the Company. In connection with Mr. McGowan’s retirement, the Company has agreed in writing to provide the following: (a) $630,630 in cash payments; (b) acceleration of the vesting of 47,045 of his outstanding restricted stock units; and (c) reimbursement for certain insurance payments paid by Mr. McGowan.

In addition, Mr. McGowan shall participate with the Company’s Board of Directors as an advisor. His role and duties as Board advisor are set forth in an agreement entered into with him on January 5, 2017, and will be the same as our current Board advisor, Jeffrey Veatch. He will begin his services as a Board advisor on January 9, 2017, and his compensation will be the same as that of the directors and Mr. Veatch, which is: (x) an annual cash retainer fee of $60,000; (y) quarterly in-person and other meeting fees of $2,000 and $750 per meeting, respectively; and (z) an annual restricted stock grant of approximately $125,000, granted on the first business day of August with 50 percent vesting immediately and the remaining 50 percent vesting on the anniversary of the grant date, subject to continued service to the Company through such date.
 




SIGNATURE

Pursuant to the requirements of the Exchange Act, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                 
 
 
 
 
On Assignment, Inc.
 
 
Date: January 6, 2017
/s/ Jennifer Hankes Painter
 
Jennifer Hankes Painter
 
SVP, Chief Legal Officer and Secretary