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ManpowerGroup (NYSE: MAN) appoints Paychex CEO John B. Gibson Jr. to board

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

ManpowerGroup Inc. appointed John B. Gibson Jr., President and Chief Executive Officer of Paychex, Inc., to its Board of Directors, with service beginning on September 1, 2026. The Board will increase from ten to eleven directors, and Gibson will serve on the People, Culture, and Compensation Committee.

As a non-employee director, Gibson will receive the standard compensation package: an annual cash retainer of $120,000 (payable in cash or deferred stock) and an annual grant of deferred stock with a grant-date fair value of approximately $180,000 (or restricted stock), both prorated for 2026. He will be reimbursed for travel expenses and will enter into an indemnification agreement in the same form used for other outside directors. The company states there are no family relationships or related-party transactions involving Gibson that require disclosure.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size after appointment 11 directors Board of Directors will increase from ten to eleven with Gibson’s appointment
Annual cash retainer $120,000 Standard annual cash retainer for non-employee directors under company’s director compensation arrangement
Annual equity grant value $180,000 Grant-date fair value of annual deferred stock (or restricted stock) for non-employee directors
Effective start date September 1, 2026 Date Gibson’s service on the ManpowerGroup Board of Directors begins
Related-party review start date January 1, 2025 Look-back date for transactions considered under Item 404(a) of Regulation S-K
Press release date August 11, 2026 Date of the press release announcing Gibson’s appointment, filed as Exhibit 99.1
indemnification agreement regulatory
"The Company will also enter into an indemnification agreement with Mr. Gibson"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
deferred stock financial
"directors receive an annual cash retainer or deferred stock in lieu of all or a portion"
restricted stock financial
"an annual grant of deferred stock with a grant date fair value or a grant of restricted stock"
Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.
Item 404(a) of Regulation S-K regulatory
"transactions to which the Company was or is a participant that would require disclosure pursuant to Item 404(a) of Regulation S-K"
non-employee director regulatory
"As a non-employee director of the Company, Mr. Gibson will participate in the same compensation arrangement"

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FAQ

What board change did ManpowerGroup (MAN) report on August 7, 2026?

ManpowerGroup appointed John B. Gibson Jr., President and CEO of Paychex, Inc., to its Board of Directors, effective September 1, 2026. The appointment increases the Board size from ten to eleven directors and adds him to the People, Culture, and Compensation Committee.

What compensation will John B. Gibson Jr. receive as a ManpowerGroup (MAN) director?

Gibson will receive an annual cash retainer of $120,000 and an annual grant of deferred stock with a grant-date fair value of about $180,000, or restricted stock if elected. For 2026, both elements will be prorated based on his start date.
false 0000871763 0000871763 2026-08-07 2026-08-07
 
 

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): August 7, 2026

 

 

MANPOWERGROUP INC.

(Exact name of registrant as specified in its charter)

 

 

 

Wisconsin   1-10686   39-1672779
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

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

Election of Directors.

On August 7, 2026, ManpowerGroup Inc. (the “Company”) appointed John B. Gibson, Jr. to its Board of Directors, with service to begin on September 1, 2026. The size of the Company’s Board of Directors will increase from ten to eleven directors in connection with the appointment of Mr. Gibson. Mr. Gibson will serve as a member of the People, Culture, and Compensation Committee. Mr. Gibson is the President and Chief Executive Officer of Paychex, Inc.

As a non-employee director of the Company, Mr. Gibson will participate in the same compensation arrangement as the other non-employee directors of the Company, as described in Exhibits 10.5(a) and 10.5(b) of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Under this compensation arrangement, non-employee directors receive (1) an annual cash retainer equal to $120,000 (or, if elected by the director, deferred stock in lieu of all or a portion of the cash retainer), and (2) an annual grant of deferred stock with a grant date fair value of approximately $180,000 (or, if elected by the director, a grant of restricted stock). Mr. Gibson will receive a prorated retainer and annual grant in connection with his service in 2026. Mr. Gibson will also be entitled to receive reimbursement for travel expenses incurred in connection with attending Board of Directors and Committee meetings.

There are no family relationships between Mr. Gibson and any director or executive officer of the Company, and no arrangements or understandings between Mr. Gibson and any other person pursuant to which he was selected as a director. Since January 1, 2025, there have been no transactions, and there are no currently proposed transactions, to which the Company was or is a participant and in which Mr. Gibson had or is to have a direct or indirect material interest that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The Company will also enter into an indemnification agreement with Mr. Gibson, which will be in substantially the same form as the indemnification agreements entered into by the Company with each of the Company’s other outside directors. A copy of the indemnification agreement is filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K dated October 31, 2006 and is incorporated herein by reference.

The press release issued by the Company announcing the appointment of Mr. Gibson is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Exhibits

 

Exhibit
No.

  

Description

99.1    Press Release dated August 11, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURE

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.
Dated: August 11, 2026     By:  

/s/ Michelle S. Nettles

    Name:   Michelle S. Nettles
    Title:   Chief People and Legal Officer

Exhibit 99.1

 

LOGO

ManpowerGroup Elects John B. Gibson Jr. to Board of Directors

MILWAUKEE August 11, 2026 – ManpowerGroup (NYSE: MAN) today announced the appointment of Paychex (Nasdaq: PAYX) President and Chief Executive Officer John B. Gibson, Jr. to its Board of Directors, effective September 1, 2026.

 

LOGO

“John is an accomplished leader with deep experience across human capital management, technology-enabled services and business transformation,” said Jonas Prising, ManpowerGroup Chair & CEO. “We are pleased to welcome him to our Board. His strategic perspective, operational expertise and track record of leading through change will strengthen our ability to evolve the business and advance our transformation strategy.”

Gibson has served as President and Chief Executive office of Paychex since October 2022, leading the company’s strategy of combining innovative technology with advisory solutions for HR, payroll, and benefits to help businesses grow and succeed. In April 2025, Gibson led Paychex’s acquisition of Paycor, the largest in the company’s history, expanding its human capital management platforms to address the workforce needs of businesses of all sizes.

Previously, from 2020 to 2022, Gibson was Paychex’s President and Chief Operating Officer, overseeing operations, sales, service, marketing and product management. He joined Paychex in 2013 as Senior Vice President of Service. Prior to Paychex, he held senior leadership in the human capital management and technology sectors, including at Ameritech (now AT&T) and Convergys (now Concentrix), where he served as President of the HR management division providing global HR solutions to clients across 68 countries.

Gibson currently serves on the New York Fed’s Second District Advisory Council. He holds a Bachelor of Arts degree from Indiana University and has completed executive education programs at Northwestern University’s Kellogg School of Management and INSEAD’s international business program.


###

ABOUT MANPOWERGROUP

ManpowerGroup® (NYSE: MAN), the leading global workforce solutions company, helps organizations transform in a fast-changing world of work by sourcing, assessing, developing, and managing the talent that enables them to win. We develop innovative solutions for hundreds of thousands of organizations every year, providing them with skilled talent while finding meaningful, sustainable employment for millions of people across a wide range of industries and skills. Our expert family of brands – ManpowerExperis, and Talent Solutions – creates substantially more value for candidates and clients across more than 70 countries and territories and has done so for more than 75 years. We are recognized consistently as a best place to work for Women, Inclusion, Equality, and Disability, and in 2026 ManpowerGroup was named one of the World’s Most Ethical Companies for the 17th time; all confirming our position as the brand of choice for in-demand talent.

For more information, visit www.manpowergroup.com, or follow us on LinkedIn & Facebook.

Filing Exhibits & Attachments

4 documents