UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
the Securities Act of 1933
MANPOWERGROUP INC.
(Exact Name of Registrant as Specified in Charter)
| Wisconsin | 39-1672779 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 100 Manpower Place Milwaukee, Wisconsin |
53212 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Equity Incentive Plan of ManpowerGroup Inc.
(Full title of plan)
Michelle S. Nettles
Executive Vice President, Chief People and Legal Officer
ManpowerGroup Inc.
100 Manpower Place
Milwaukee, Wisconsin 53212
(414) 961-1000
(Name, address and telephone number, including area code, of agent for service)
with copy to:
Dennis F. Connolly
Godfrey & Kahn, S.C.
833 East Michigan Street, Suite 1800
Milwaukee, WI 53202
(414) 273-3500
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed by ManpowerGroup Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8 under the Securities Act. The information included and incorporated by reference in the registration statements on Form S-8 filed by the Registrant (Registration Nos. 333-174305, 333-195833, and 333-238801) pursuant to the Securities Act on May 18, 2011, May 9, 2014, and May 29, 2020, respectively, are incorporated by reference into this Registration Statement.
Exhibits
| 4.1 | Equity Incentive Plan of ManpowerGroup Inc. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on May 8, 2026) | |
| 5.1 | Opinion of Godfrey & Kahn, S.C. | |
| 23.1 | Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1) | |
| 23.2 | Consent of Deloitte & Touche LLP | |
| 24.1 | Powers of Attorney | |
| 107.1 | Filing Fee Table | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on May 12, 2026.
| MANPOWERGROUP INC. | ||
| By: | /s/ Michelle S. Nettles | |
| Michelle S. Nettles | ||
| Executive Vice President, Chief People and Legal Officer | ||
Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the date indicated:
| Signature |
Title |
Date | ||
| /s/ Jonas Prising |
Chief Executive Officer and a Director | May 12, 2026 | ||
| Jonas Prising | (Principal Executive Officer) | |||
| /s/ John T. McGinnis |
Executive Vice President and Chief Financial | May 12, 2026 | ||
| John T. McGinnis | Officer (Principal Financial Officer) | |||
| /s/ Eric Rozek |
Vice President and Global Controller | May 12, 2026 | ||
| Eric Rozek | (Principal Accounting Officer) | |||
| * |
Director | May 12, 2026 | ||
| Jean-Philippe Courtois | ||||
| * |
Director | May 12, 2026 | ||
| John F. Ferraro | ||||
| * |
Director | May 12, 2026 | ||
| William P. Gipson | ||||
| * |
Director | May 12, 2026 | ||
| Julie M. Howard | ||||
| * |
Director | May 12, 2026 | ||
| Ulice Payne, Jr. | ||||
| * |
Director | May 12, 2026 | ||
| Muriel Pénicaud | ||||
| * |
Director | May 12, 2026 | ||
| Paul Read | ||||
| * |
Director | May 12, 2026 | ||
| Elizabeth P. Sartain | ||||
| * |
Director | May 12, 2026 | ||
| Michael J. Van Handel |
| By: | /s/ Michelle S. Nettles | |
| Michelle S. Nettles | ||
| Attorney-in-Fact* |
| * | Pursuant to authority granted by powers of attorney, copies of which are filed herewith. |