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): May 08, 2026 |
MANPOWERGROUP INC.
(Exact name of Registrant as Specified in Its Charter)
Wisconsin | 1-10686 | 39-1672779 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
|
|
|
|
|
100 Manpower Place |
| |||
Milwaukee, Wisconsin |
| 53212 | ||
(Address of Principal Executive Offices) |
| (Zip Code) | ||
Registrant’s Telephone Number, Including Area Code: (414) 961-1000 |
|
(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
|
| Trading |
|
|
Common Stock, $.01 par value |
| MAN |
| New York Stock Exchange |
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 ☐
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. ☐
Item 5.02 Compensatory Arrangements of Certain Officers.
At the 2026 Annual Meeting of Shareholders of ManpowerGroup Inc. (the “Company”) held on May 8, 2026 (the “2026 Annual Meeting”), shareholders approved the amendment and restatement of the 2011 Equity Incentive Plan of ManpowerGroup Inc. (the “Amended and Restated Plan”), which, in part, increases the maximum number of shares authorized for issuance under the Amended and Restated Plan by 1,100,000 shares and extends the duration of the Amended and Restated Plan to permit grants through May 8, 2036.
The foregoing description of the Amended and Restated Plan is qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
At the 2026 Annual Meeting, shareholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) to permit the removal of directors with or without cause. Consistent with this amendment to the Articles of Incorporation, the Board of Directors of the Company amended Section 3.3 of Article III of the Company’s Amended and Restated By-Laws (the “By-Laws Amendment”) to permit the removal of a director with or without cause by the affirmative vote of two-thirds of the outstanding shares of capital stock of the Company entitled to vote at a meeting of shareholders duly called for such purpose. The effective date of the By-Laws Amendment is May 8, 2026.
The foregoing description of the By-Laws Amendment is qualified in its entirety by reference to the full text of the By-Laws Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 2026 Annual Meeting, shareholders voted on proposals to: (1) elect the ten individuals nominated by the Board of Directors of the Company to serve as directors for a one-year term expiring at the 2027 Annual Meeting of the Shareholders; (2) ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026; (3) provide an advisory vote on approval of the compensation of the Company’s named executive officers; (4) approve the amendment to the Articles of Incorporation to permit removal of directors with or without cause; and (5) approve the amendment and restatement of the Amended and Restated Plan.
The final voting results on these proposals are as follows:
|
|
| For |
| Against |
| Abstain |
| Broker Non-Votes |
1. | a) Election of Jean-Philippe Courtois |
| 35,163,419 |
| 273,769 |
| 19,828 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
| b) Election of John F. Ferraro |
| 35,199,648 |
| 239,736 |
| 17,631 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
| c) Election of William P. Gipson |
| 35,119,857 |
| 318,094 |
| 19,064 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
| d) Election of Julie M. Howard |
| 35,053,001 |
| 377,188 |
| 26,827 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
| e) Election of Ulice Payne, Jr. |
| 34,426,083 |
| 1,013,882 |
| 17,051 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
| f) Election of Muriel Pénicaud |
| 35,110,144 |
| 328,705 |
| 18,167 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
| g) Election of Jonas Prising |
| 34,732,254 |
| 697,037 |
| 27,725 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
| h) Election of Paul Read |
| 35,134,883 |
| 304,704 |
| 17,429 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
| i) Election of Elizabeth P. Sartain |
| 34,911,074 |
| 527,961 |
| 17,981 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
| j) Election of Michael J. Van Handel |
| 34,876,820 |
| 561,407 |
| 18,789 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
2. | Ratification of the appointment of Deloitte & Touche LLP as the Company's independent auditors for the fiscal year ending December 31, 2026 |
| 36,356,455 |
| 1,452,719 |
| 14,982 |
| 0 |
|
|
|
|
|
|
|
|
|
|
3. | Advisory vote on approval of the compensation of the Company's named executive officers |
| 33,747,251 |
| 1,685,166 |
| 24,599 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
4. | Approval of the amendment to the Amended and Restated Articles of Incorporation of the Company to permit removal of directors with or without cause |
| 35,397,815 |
| 36,830 |
| 22,370 |
| 2,367,141 |
|
|
|
|
|
|
|
|
|
|
5. | Approval of the amendment and restatement of the Equity Incentive Plan of ManpowerGroup Inc. |
| 34,200,746 |
| 1,237,260 |
| 19,009 |
| 2,367,141 |
Item 8.01 Other Events.
On May 8, 2026, the Company's Board of Directors declared a semi-annual dividend of $0.72 per share. The dividend will be paid on June 15, 2026 to shareholders of record as of the close of business on June 1, 2026. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Exhibits.
Exhibit No. | Description |
3.1 | Text of Amendment to the Amended and Restated By-Laws of ManpowerGroup Inc. |
10.1 | |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
| MANPOWERGROUP INC. |
|
|
|
|
Date: | May 8, 2026 | By: | /s/ Michelle S. Nettles |
|
| Name: | Michelle S. Nettles |
|
| Title: | Chief People and Legal Officer |