ManpowerGroup Inc.
For the period ended May 8, 2026. Filed Mar 23, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2026 · Filed Mar 23, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
at ManpowerGroup
ManpowerGroup’s fifth annual Working to Change the World Sustainability Report communicates our progress across three strategic pillars: Planet, People & Prosperity, and Principles of Governance. As we move toward a more technology-driven and sustainable future, our focus is to provide people with the skills they need to pursue meaningful work, realize their potential, and positively impact the communities and planet we share.
ManpowerGroup continues to be recognized for our ethical, responsible business practices, and our sustained commitment
to generating positive change at scale. We’re honored to be recognized by the following leading organizations:
| Recognized by TIMEas one of the World's MostSustainable Companies2024 and 2025 | Achieved Gold EcoVadis2025 rating, placing us inthe top 5% of all reportingcompanies worldwide | Maintained a strong CDP score(B) in 2025, reflecting ourcommitment to transparentclimate disclosure | Named one of the World'sMost Ethical Companies forthe 16th time — more than anyorganization in our industry |
|---|
Learn more: manpowergroup.com/sustainability
Notice of
Annual Meeting
of Shareholders
Annual Meeting
Date & Time
Friday May 8, 2026, 9:00 a.m. CDT
Place
This year’s meeting is a virtual shareholders meeting at www. meetnow.global/MTYPN7Y
Record Date
The close of business February 27, 2026
How to Attend
Holders of a majority of the outstanding shares must be present in person or by proxy in order for the annual meeting to be held. For purposes of our meeting, people who attend virtually will be considered to be present in-person.
Proposals to be Voted on
| Proposal | Page | |
|---|---|---|
| FOReachnominee | Proposal 1: To elect ten individuals nominated by the Board of Directors of ManpowerGroup to serve until 2027 as directors; | 77 |
| FOR | Proposal 2: To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2026; | 79 |
| FOR | Proposal 3: To hold an advisory vote on approval of the compensation of our named executive officers; | 80 |
| FOR | Proposal 4: To approve the amendment to the Company's Amended and Restated Articles of Incorporation to permit removal of directors with or without cause; | 81 |
| FOR | Proposal 5: To approve the amendment and restatement of the Equity Incentive Plan of ManpowerGroup Inc.; and | 82 |
| N/A | Proposal 6: To transact such other business as may properly come before the meeting | |
| Voting MethodsWhether or not you plan to attend the meeting, it is important that your shares are represented and voted. If you are a shareholder of record (“registered shareholder”), we urge you to vote in advance of the meeting using one of the advance voting methods below. You can vote by any of the following methods: | |
| By InternetPrior to the 2026 Annual Meeting, vote your shares online atwww.envisionreports.com/MANDuring the 2026 Annual Meeting, vote your shares online atwww.meetnow.global/MTYPN7Y | |
| By Phone 1-800-652-VOTE (8683) within the USA, US territories and Canada | |
| By MailComplete, sign and return proxy card in the postage-paid envelope provided | |
| By QR CodeScan this QR code 24/7 tovote with your mobile device | |
| All registered shareholders and those holding legal proxy will still be able to vote online during the meeting, even if they previously submitted their proxy. If your shares are held in street name through a bank, broker or other holder of record (“beneficial holder”), you will receive instructions from the holder of record that you must follow in order for your shares to be voted. |
Availability of Materials
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 8, 2026: The annual report on Form 10-K and proxy statement of ManpowerGroup are available for review atwww.envisionreports.com/MAN.
By Order of the Board of Directors
Michelle S. Nettles, Chief People & Legal Officer, March 23, 2026
Table of
Contents
| Proxy Summary | |
|---|---|
| 2026 Proxy Statement Summary | i |
| 1 | |
| Board of Directors | |
| Director Nominee Biographies | 1 |
| Composition and Qualifications of Board Members | 12 |
| Board Diversity and Tenure | 14 |
| Director Compensation for 2025 | 16 |
| Non-Employee Director Stock Ownership Guidelines | 18 |
| 2 | |
| Governance & Sustainability | |
| Board Leadership Structure | 19 |
| Board Oversight | 20 |
| Independent Compensation Consultant | 22 |
| Board Independence and Related Party Transactions | 23 |
| Communicating With Our Board | 24 |
| Meetings and Committees of the Board | 25 |
| Board Effectiveness and Evaluation | 29 |
| 3 | |
| Executive Compensation | |
| Compensation Discussion and Analysis | 30 |
| Report of the People, Culture and Compensation Committee of the Board of Directors | 54 |
| People, Culture and Compensation Committee Interlocks and Insider Participation | 54 |
| Compensation Tables | 55 |
| Summary Compensation Table | 55 |
| Grants of Plan-Based Awards in 2025 | 56 |
| Compensation Agreements and Arrangements | 56 |
| Grants Under the 2011 Equity Incentive Plan | 56 |
| Outstanding Equity Awards at December 31, 2025 | 57 |
| Option Exercises and Stock Vested in 2025 | 58 |
| Nonqualified Deferred Compensation in 2025 | 59 |
| Termination of Employment and Change of Control Arrangements | 61 |
| Post-Termination and Change of Control Benefits | 63 |
| Compensation Policies and Practices as They Relate to Risk Management | 65 |
| CEO Pay Ratio | 66 |
|---|---|
| Pay versus Performance | 67 |
| 4 | |
| Audit Committee Matters | |
| Audit Committee Report | 71 |
| Fees Billed by Deloitte | 73 |
| Independent Auditor Services Policy | 73 |
| 5 | |
| Information About Stock Ownership | |
| Security Ownership of Certain Beneficial Owners | 74 |
| Beneficial Ownership of Directors and Executive Officers | 75 |
| 6 | |
| Proposals to be Voted on During the Meeting | |
| 1: Election of Directors | 77 |
| 2: Ratification of Independent Auditors | 79 |
| 3: Advisory Vote on Approval of the Compensation of Named Executive Officers | 80 |
| 4: Amendment to the Company’s Amended and Restated Articles of Incorporation to Permit Removal of Directors With or Without Cause | 81 |
| 5: Amendment and Restatement of the Equity Incentive Plan of ManpowerGroup Inc. | 82 |
| 7 | |
| Information About the Meeting | |
| Date, Time and Place of Meeting | 94 |
| Proxy Materials are Available on the Internet | 94 |
| Participating in the Annual Meeting | 94 |
| Soliciting Proxies | 95 |
| Vote Required and Voting Standards | 96 |
| Corporate Governance Documents | 97 |
| Submission of Shareholder Proposals | 98 |
| Other Voting Information | 98 |
| Other Matters | 98 |
| Appendix A | A |
| Appendix B | B |
Proxy Statement
Summary
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.