S-8 POS
 
 

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.

EX-24.1

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