ManpowerGroup: Compensatory Arrangements Of Certain Officers, Amendments To Articles Of Incorporation Or Bylaws, Submission Of Matters To A Vote Of Security Holders, Other Events, Exhibits

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: Read More

ManpowerGroup: Compensatory Arrangements Of Certain Officers, Amendments To Articles Of Incorporation Or Bylaws, Submission Of Matters To A Vote Of Security Holders, Other Events, Exhibits

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