UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-1040
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-126703
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 33-40441
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-31021
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) | |
Manpower 1990 Employee Stock Purchase Plan
(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. ☐
EXPLANATORY NOTE
ManpowerGroup Inc. (the “Company”) is filing these post-effective amendments to the following Registration Statements on Form S-8 (the “Registration Statements”) to deregister any and all shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) that remain unissued thereunder, in each case solely to the extent they were registered for issuance pursuant to the Manpower 1990 Employee Stock Purchase Plan (the “Plan”):
| 1. | Registration Statement No. 33-40441 (filed on May 14, 1991); |
| 2. | Registration Statement No. 333-1040 (filed on February 6, 1996); |
| 3. | Registration Statement No. 333-31021 (filed on July 10, 1997); and |
| 4. | Registration Statement No. 333-126703 (filed on July 19, 2005). |
The Company previously terminated the Plan. Accordingly, the Company hereby deregisters 45,635 shares of Common Stock, which represent the shares that remained unissued under the Registration Statements as of the date of this filing.
| Exhibits | ||
| 24.1 | Powers of Attorney | |
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 these post-effective amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on August 10, 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 Jonas Prising |
Chief Executive Officer and a Director (Principal Executive Officer) | August 10, 2026 | ||
| /s/ John T. McGinnis John T. McGinnis |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | August 10, 2026 | ||
| /s/ Eric Rozek Eric Rozek |
Vice President and Global Controller (Principal Accounting Officer) | August 10, 2026 | ||
| * John F. Ferraro |
Director | August 10, 2026 | ||
| * William P. Gipson |
Director | August 10, 2026 | ||
| * Julie M. Howard |
Director | August 10, 2026 | ||
| * Ulice Payne, Jr. |
Director | August 10, 2026 | ||
| * Paul Read |
Director | August 10, 2026 | ||
| * Elizabeth P. Sartain |
Director | August 10, 2026 | ||
| * Michael J. Van Handel |
Director | August 10, 2026 | ||
| 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. |
Exhibit 24.1
POWER OF ATTORNEY
(Registration Statements on Form S-8)
Each of the undersigned directors of ManpowerGroup Inc. (the “Company”) hereby constitutes and appoints Michelle S. Nettles and Dale Johnson, and each of them, the undersigned’s true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead to sign for the undersigned and in the undersigned’s name in the capacity as a director of the Company an amendment to each of the Company’s Registration Statements on Form S-8 relating to the following equity compensation plans of the Company: Manpower 1990 Employee Stock Purchase Plan and 2003 Equity Incentive Plan of Manpower Inc., and to file the same, with all exhibits thereto, other documents in connection therewith, and any amendments to any of the foregoing, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the undersigned’s substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have each executed this Power of Attorney, on one or more counterparts, as of the 7th day of August, 2026.
|
|
/s/ John F. Ferraro | |||
| Jean-Philippe Courtois | John F. Ferraro | |||
| /s/ William P. Gipson | /s/ Julie M. Howard | |||
| William P. Gipson | Julie M. Howard | |||
| /s/ Ulice Payne, Jr. |
| |||
| Ulice Payne, Jr. | Muriel Pénicaud | |||
| /s/ Jonas Prising | /s/ Paul Read | |||
| Jonas Prising | Paul Read | |||
| /s/ Elizabeth P. Sartain | /s/ Michael J. Van Handel | |||
| Elizabeth P. Sartain | Michael J. Van Handel | |||