ManpowerGroup (NYSE: MAN) shareholders back plans, board sets $0.72 dividend

Rhea-AI Filing Summary

ManpowerGroup Inc. reported results from its 2026 Annual Meeting and a new dividend. Shareholders approved an amended 2011 Equity Incentive Plan that increases the shares authorized for issuance by 1,100,000 and allows grants through May 8, 2036.

Investors also approved an amendment to the Articles of Incorporation permitting removal of directors with or without cause, with related By-Laws requiring a two-thirds vote of outstanding shares to remove a director. All ten director nominees were elected, Deloitte & Touche LLP was ratified as independent auditor, and executive compensation received advisory approval.

The Board declared a semi-annual dividend of $0.72 per share, payable June 15, 2026 to shareholders of record on June 1, 2026.

8-K Event Classification

5 items: 5.02, 5.03, 5.07, 8.01, 9.01

5 items

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity plan share increase: 1,100,000 shares Equity plan duration: Through May 8, 2036 Semi-annual dividend: $0.72 per share +4 more

7 metrics

Equity plan share increase 1,100,000 shares Additional shares authorized under Amended and Restated 2011 Equity Incentive Plan

Equity plan duration Through May 8, 2036 Latest date for grants under Amended and Restated Plan

Semi-annual dividend $0.72 per share Declared May 8, 2026, payable June 15, 2026

Dividend record date June 1, 2026 Shareholders of record eligible for $0.72 dividend

Say-on-pay support 33,747,251 for; 1,685,166 against Advisory vote on executive compensation at 2026 Annual Meeting

Auditor ratification votes 36,356,455 for; 1,452,719 against Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026

Director removal threshold Two-thirds of outstanding shares By-Laws now permit removal with or without cause at shareholder meeting

Key Terms

Equity Incentive Plan, Articles of Incorporation, By-Laws Amendment, broker non-votes, +2 more

6 terms

Equity Incentive Plan financial

"shareholders approved the amendment and restatement of the 2011 Equity Incentive Plan of ManpowerGroup Inc."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Articles of Incorporation regulatory

"approved an amendment to the Company’s Amended and Restated Articles of Incorporation to permit the removal of directors"

A formal legal document filed with a government authority that creates a corporation and sets its basic rules — for example the company name, business purpose, how many ownership shares can exist, and who can receive legal notices. It matters to investors because it defines ownership structure, voting rights, and limits on liability, shaping who controls the company and how future shares or dividends can affect an investor’s stake; think of it as the company’s birth certificate and rulebook.

By-Laws Amendment regulatory

"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”)"

broker non-votes financial

"Election of Jean-Philippe Courtois ... 19,828 | | 2,367,141 broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"provide an advisory vote on approval of the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

semi-annual dividend financial

"the Company's Board of Directors declared a semi-annual dividend of $0.72 per share"

A semi-annual dividend is a cash payment a company gives to shareholders twice a year, like receiving two smaller paychecks instead of one large annual sum. It signals that the company has enough profit or cash flow to share with owners and provides investors with predictable, periodic income; changes in the size or consistency of these payments can indicate shifts in a company’s financial health or management priorities.

Understanding 8-K Material Events →

--12-310000871763false00008717632026-05-082026-05-08

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 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 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	Equity Incentive Plan of ManpowerGroup Inc.
99.1	Press Release dated May 8, 2026
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

CONTACT:

Haley Jones

Investor Relations Manager

+1.414.906.6804

haley.jones@manpowergroup.com

ManpowerGroup Declares $0.72 Dividend

MILWAUKEE, WI (May 8, 2026) – The Board of Directors of ManpowerGroup (NYSE: MAN) has declared a semi-annual dividend of $0.72 per share, payable on June 15, 2026 to shareholders of record as of the close of business on June 1, 2026.

Additional financial information about ManpowerGroup, including stock history and annual shareholder reports, can be found at http://investor.manpowergroup.com.

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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 – Manpower, Experis, 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 for our diversity – 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.

FAQ

What equity plan change did ManpowerGroup (MAN) shareholders approve?

Shareholders approved an amended 2011 Equity Incentive Plan that increases the shares authorized for issuance by 1,100,000 shares and extends the plan to permit grants through May 8, 2036, supporting future stock-based compensation and incentive awards.

How did ManpowerGroup (MAN) shareholders vote on executive compensation?

ManpowerGroup shareholders gave advisory approval to compensation for the company’s named executive officers, with 33,747,251 votes for, 1,685,166 against, 24,599 abstentions, and 2,367,141 broker non-votes, indicating broad, though not unanimous, support for current pay practices.

What governance change did ManpowerGroup (MAN) adopt on director removal?

Shareholders approved amending the Articles of Incorporation to allow removal of directors with or without cause. The Board aligned the By-Laws so directors can be removed with or without cause by a two-thirds vote of outstanding shares at a duly called shareholder meeting.

Was Deloitte & Touche reappointed as ManpowerGroup (MAN) auditor?

Yes. Shareholders ratified Deloitte & Touche LLP as ManpowerGroup’s independent auditors for the fiscal year ending December 31, 2026, with 36,356,455 votes for, 1,452,719 against, and 14,982 abstentions, and no broker non-votes reported on this item.

What dividend did ManpowerGroup (MAN) declare and when is it payable?

The Board declared a semi-annual dividend of $0.72 per share, payable on June 15, 2026 to shareholders of record as of the close of business on June 1, 2026, continuing the company’s practice of returning cash to shareholders.

Were all ManpowerGroup (MAN) director nominees elected at the 2026 meeting?

Yes. All ten Board nominees, including Jonas Prising and Jean-Philippe Courtois, were elected for one-year terms expiring at the 2027 Annual Meeting, each receiving over 34 million votes in favor along with broker non-votes on the election items.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 9.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 353.4 KB

Other Documents

• EX-3.1 EX-3.1 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB