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): December 14, 2015
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)) | |
Item 5.02. | Election of Directors |
On December 14, 2015, ManpowerGroup Inc. (the “Company”) elected John F. Ferraro to its Board of Directors, effective January 1, 2016. Mr. Ferraro has not yet been appointed to any committees of the Company’s Board of Directors however, the Company anticipates he will be appointed to one or more committees in the future.
As a non-employee director of the Company, Mr. Ferraro will participate in the same compensation arrangement as the other non-employee directors of the Company, which will consist of a cash retainer equal to $95,000 per year and reimbursement for travel expenses incurred in connection with attending Board of Directors and Committee meetings. In addition, Mr. Ferraro will receive an annual grant of shares of deferred stock equal to $140,000 per year divided by the closing sale price of a share of ManpowerGroup’s common stock as of December 31, 2015.
The Company also entered into an indemnification agreement with Mr. Ferraro which is in substantially the same form as the indemnification agreements entered into by the Company with each of the Company’s other outside directors. The description of the indemnification agreement is contained in the Company’s Current Report on Form 8-K dated October 31, 2006 and is incorporated by reference herein.
The press release issued by the Company announcing the election of Mr. Ferraro is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Exhibits
Exhibit No. | Description |
99.1 | Press Release dated December 14, 2015 |
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: December 14, 2015 | By: | /s/ Richard Buchband | ||
Name: | Richard Buchband | |||
Title: | Senior Vice President, General Counsel and Secretary | |||
Exhibit Index
99.1 | Press Release dated December 14, 2015 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Chelsey Orlikowski
chelsey.orlikowski@manpowergroup.com
+1.414.906.7320
Maja Stevanovich
maja.stevanovich@manpowergroup.com
+1.414.906.6675
ManpowerGroup Elects John F. Ferraro to Board of Directors
MILWAUKEE (14 December 2015) – ManpowerGroup Inc. (NYSE: MAN), a global leader in workforce solutions, announced today that John F. Ferraro, former Global Chief Operating Officer of Ernst & Young (“EY”), has been elected to the company’s Board of Directors, effective January 1, 2016.
“We’re delighted to welcome John to the Board - he is a superb fit.” said Jonas Prising, ManpowerGroup CEO. “His impressive global experience in professional services is well-suited to our business and he will be a great asset to ManpowerGroup’s future. I look forward to working with John when he joins us at the beginning of 2016.” Mr. Prising will become Chairman of the Board on December 31, 2015.
Ferraro joined EY in 1976 and was a partner for 26 years, serving as EY’s Global Chief Operating Officer for the last 8 years until his retirement in January 2015. Throughout his tenure at EY, Mr. Ferraro held various leadership positions, including Americas Managing Partner/Vice Chair of Client Services and Global Vice Chair of Audit. In addition, Mr. Ferraro served as a member of EY’s Global Executive board for more than 12 years. Mr. Ferraro also serves as a director of Advance Auto Parts Inc., International Flavors & Fragrances, Inc. and is the Chair of the Marquette University Board of Trustees.
About ManpowerGroup
ManpowerGroup® (NYSE: MAN) is the world’s workforce expert, creating innovative workforce solutions for more than 65 years. As workforce experts, we connect more than 600,000 people to meaningful work across a wide range of skills and industries every day. Through our ManpowerGroup family of brands – Manpower®, Experis®, Right Management ® and ManpowerGroup® Solutions – we help more than 400,000 clients in 80 countries and territories address their critical talent needs, providing comprehensive solutions to resource, manage and develop talent. In 2015, ManpowerGroup was named one of the World’s Most Ethical Companies for the fifth consecutive year and one of Fortune’s Most Admired Companies, confirming our position as the most trusted and admired brand in the industry. See how ManpowerGroup makes powering the world of work humanly possible: www.manpowergroup.com.
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