Manpowergroup Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect ten individuals nominated by the Board to serve until the 2027 annual meeting.

2. 2

   Ratification of Independent Auditors

   ManagementBoard: FOR

   Ratify appointment of Deloitte & Touche LLP as independent auditors for 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation of named executive officers as disclosed in proxy.

   More detail

   The proposal seeks an advisory, non-binding vote approving the Company’s executive compensation as disclosed in the proxy statement. Management and the People, Culture and Compensation Committee argue the program aligns pay with performance, using a mix of annual incentives tied to Revenue and EBITA and long-term PSUs tied to EBITA Margin Percent with an rTSR modifier. The proposal reflects current governance practices including clawback policy, stock ownership guidelines, and independent consultant review. Shareholders are asked to approve the disclosed compensation; outcome will be considered by the Committee but is non-binding.

4. 4

   Amendment to Articles to Permit Removal of Directors With or Without Cause

   ManagementBoard: FOR

   Approve amendment to the Amended and Restated Articles to allow directors (except those elected by preferred stock) to be removed with or without cause by two-thirds vote of outstanding shares.

   More detail

   Management requests shareholder approval to amend Article VIII of the Company’s Amended and Restated Articles of Incorporation to allow removal of directors with or without cause upon the affirmative vote of two‑thirds of outstanding voting shares. Previously, directors could only be removed for 'Cause.' Management and the governance committee argue this change enhances governance flexibility and accountability by allowing shareholders to remove directors without having to establish malfeasance. The change requires a supermajority (two-thirds) and expressly excludes directors elected by holders of any preferred stock. Shareholder ratification is necessary because the amendment affects fundamental corporate governance documents; abstentions and broker non‑votes will count as votes against. The Board recommends FOR.

5. 5

   Amendment and Restatement of the Equity Incentive Plan of ManpowerGroup Inc.

   ManagementBoard: FOR

   Approve amended and restated equity incentive plan to increase share reserve by 1,100,000, extend plan term to May 8, 2036, reapprove French Sub‑Plan, and make administrative updates.

   More detail

   The Board seeks shareholder approval to amend and restate the 2011 Equity Incentive Plan. Key changes include a 1,100,000-share increase to the reserve (bringing total available to ~2.07M assuming approval), extending the plan term through 2036, reapproving the French Sub‑Plan to permit French‑qualified RSUs, and minor administrative clarifications. The Board and the People, Culture and Compensation Committee, with advice from Mercer, evaluated historical burn rates, projected needs, dilution, and governance features and concluded the increase is needed to continue granting competitive equity. The Amended Plan includes governance protections (no repricing without shareholder approval, director award caps, no liberal share recycling, anti‑hedging, clawback provisions). The committee projects the additional shares would likely support grants for one to two years based on current practices. Shareholder approval is required to ensure continued grant capacity and to reauthorize favorable French tax‑qualified awards; failure to obtain approval would limit the Company’s ability to grant equity in line with compensation practices. The Board recommends FOR.

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When is the Manpowergroup Inc 2026 annual meeting?

Manpowergroup Inc (MAN) holds its 2026 annual shareholder meeting on Friday, May 8, 2026.

What is the record date for the Manpowergroup Inc 2026 meeting?

The record date for the Manpowergroup Inc 2026 meeting is Friday, February 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Manpowergroup Inc's 2026 meeting?

The board is presenting 10 director nominees at the Manpowergroup Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Manpowergroup Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Manpowergroup Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.