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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
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))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MANPOWER INC.
-------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
--------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
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MANPOWER INC.
5301 NORTH IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 23, 1998
To the Shareholders of Manpower Inc.:
The 1998 Annual Meeting of Shareholders of Manpower Inc. (the "Company")
will be held at the Bradley Pavilion of the Marcus Center for the Performing
Arts, 929 North Water Street, Milwaukee, Wisconsin, on April 23, 1998 at 10:00
a.m., local time, for the following purposes:
(1) To elect four directors to serve until 2001 as Class II directors;
(2) To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for 1998; and
(3) To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on February 17, 1998 are
entitled to notice of and to vote at the Annual Meeting and at all adjournments
thereof.
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. THEREFORE, SHAREHOLDERS
ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON. IF
YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY
DO SO BY REVOKING YOUR PROXY AT ANY TIME PRIOR TO THE VOTING THEREOF.
J.F. Chait, Secretary
March 25, 1998
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MANPOWER INC.
5301 NORTH IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
MARCH 25, 1998
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Manpower Inc.
(the "Company") for use at the Annual Meeting of Shareholders to be held at
10:00 a.m., local time, on April 23, 1998, or at any postponement or adjournment
thereof (the "Annual Meeting"), for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting will
be held at the Bradley Pavilion of the Marcus Center for the Performing Arts,
929 North Water Street, Milwaukee, Wisconsin.
The expenses of printing and mailing proxy material, including expenses
involved in forwarding materials to beneficial owners of stock, will be borne by
the Company. No solicitation other than by mail is contemplated, except that
officers or employees of the Company or its subsidiaries may solicit the return
of proxies from certain shareholders by telephone. In addition, the Company has
retained Georgeson & Company Inc. to assist in the solicitation of proxies for a
fee of approximately $7,000 plus expenses.
Only shareholders of record at the close of business on February 17, 1998
(the "Record Date") are entitled to notice of and to vote the shares of common
stock, $.01 par value (the "Common Stock"), of the Company registered in their
name at the Annual Meeting. As of the Record Date, the Company had outstanding
80,599,001 shares of its Common Stock. The presence, in person or by proxy, of a
majority of the shares of the Common Stock outstanding on the Record Date will
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners or other persons entitled to
vote shares as to a matter with respect to which brokers or nominees do not have
discretionary power to vote) will be treated as present for purposes of
determining the quorum. Broker non-votes will not be counted as voting on any
matter at the Annual Meeting. Each share of Common Stock entitles its holder to
cast one vote on each matter to be voted upon at the Annual Meeting.
This Proxy Statement, Notice of Meeting and the accompanying proxy card,
together with the Company's Annual Report to Shareholders, including financial
statements for its fiscal year ended December 31, 1997, are being mailed to
shareholders of the Company commencing on or about March 25, 1998.
IF THE ACCOMPANYING PROXY CARD IS PROPERLY SIGNED AND RETURNED TO THE
COMPANY AND NOT REVOKED, IT WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
CONTAINED THEREIN. EACH SHAREHOLDER MAY REVOKE A PREVIOUSLY GRANTED PROXY AT ANY
TIME BEFORE IT IS EXERCISED BY WRITTEN NOTICE OF REVOCATION OR BY SUBMITTING A
DULY EXECUTED PROXY BEARING A LATER DATE TO THE SECRETARY OF THE COMPANY.
ATTENDANCE AT THE ANNUAL MEETING WILL NOT, IN ITSELF, CONSTITUTE REVOCATION OF A
PROXY. UNLESS OTHERWISE DIRECTED, PROXIES WILL BE VOTED FOR THE ELECTION OF EACH
OF THE INDIVIDUALS NOMINATED TO SERVE AS CLASS II DIRECTORS BY THE BOARD OF
DIRECTORS, FOR RATIFICATION OF THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE
COMPANY'S INDEPENDENT AUDITORS FOR 1998, AND AS RECOMMENDED BY THE BOARD OF
DIRECTORS WITH REGARD TO ALL OTHER MATTERS OR, IF NO SUCH RECOMMENDATION IS
GIVEN, IN THEIR OWN DISCRETION.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists as of the Record Date information as to the
persons believed by the Company to be beneficial owners of more than 5% of its
outstanding Common Stock:
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP CLASS(1)
------------------- -------------------- ----------
State Farm Mutual Automobile Insurance Company.......... 6,160,000(2) 7.6%
One State Farm Plaza
Bloomington, IL 61710-0001
The Prudential Insurance Company of America............. 4,070,986(3) 5.1%
751 Broad Street
Newark, NJ 07102-3777
Montag and Caldwell, Inc................................ 8,587,643(4) 10.6%
1100 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, Georgia 30326
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(1) Based on 80,599,001 shares of Common Stock outstanding as of the Record
Date.
(2) This information is based on a Schedule 13G dated January 22, 1998. State
Farm Mutual Automobile Insurance Company has sole voting and investment
power for all shares held.
(3) This information is based on a Schedule 13G dated February 10, 1998. The
Prudential Insurance Company of America has sole voting power with respect
to 340,600 shares, shared voting power with respect to 3,326,586 shares,
sole investment power with respect to 340,600 shares and shared investment
power with respect to 3,730,386 shares.
(4) This information is based on a Schedule 13G dated January 14, 1998. Montag
and Caldwell has no voting power with respect to any shares held and sole
investment power with respect to all shares held.
1. ELECTION OF DIRECTORS
The Company's directors are divided into three classes, designated as Class
I, Class II and Class III, with staggered terms of three years each. The term of
office of directors in Class II expires at the Annual Meeting. The Board of
Directors proposes that the nominees described below, all of whom are currently
serving as Class II directors, be elected as Class II directors for a new term
of three years ending at the 2001 Annual Meeting and until their successors are
duly elected and qualified.
Nominees receiving the largest number of affirmative votes cast will be
elected as directors up to the maximum number of directors to be chosen at the
election. Accordingly, any shares not voted affirmatively, whether by
abstention, broker non-vote or otherwise, will not be counted as affirmative
votes cast for any director.
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PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
---- --------------------
NOMINEES FOR DIRECTORS -- CLASS II
J. Ira Chairman of J. I. Harris & Associates, a consulting firm,
Harris...................... Age 59 and Vice Chairman of The Pritzker Organization, LLC, a
merchant banking investment management services firm, since
January, 1998. Senior Managing Director of the investment
banking firm of Lazard Freres & Co. LLC until December,
1997. A director of the Company since August, 1991.
Terry A. Executive Vice President of the Company and a director since
Hueneke..................... Age 55 December, 1995. Senior Vice President -- Group Executive of
the Company's former principal operating subsidiary from
1987 until 1996.
Newton N. Of Counsel to the law firm of Sidley & Austin, Chicago,
Minow....................... Age 72 Illinois, since March, 1991. From 1965 through March, 1991,
Mr. Minow was a partner in the law firm of Sidley & Austin.
A director of the Company since August, 1991. Also a
director of AON Corporation, Sara Lee Corporation and Big
Flower Press Holdings, Inc.
Gilbert Consultant to the Company since January, 1994. Senior
Palay....................... Age 70 Executive Vice President of the Company from August, 1991 to
December, 1993 and Senior Executive Vice President of the
Company's former principal operating subsidiary from
September, 1989 to December, 1993. Principal Financial
Officer of the Company from August, 1991 to August, 1993. A
director of the Company and its predecessors for more than
five years.
CONTINUING DIRECTORS
CLASS III DIRECTORS (TERM EXPIRING 1999)
Jon F. Executive Vice President, Secretary and a director of the
Chait....................... Age 47 Company since August, 1991, Chief Financial Officer of the
Company since August, 1993 and Managing
Director -- International Operations since December, 1995.
Executive Vice President of the Company's former principal
operating subsidiary from September, 1989 until 1996. Also a
director of Marshall & Ilsley Corporation.
Dudley J. Godfrey, A shareholder in the law firm of Godfrey & Kahn, S.C.,
Jr.......................... Age 71 Milwaukee, Wisconsin. A director of the Company since
October, 1990 and a director of the Company's former
principal operating subsidiary from 1969 to September, 1987
and January, 1989 to 1996. Also a director of Clarcor Inc.
Marvin B. Principal shareholder and officer of Manpower Services
Goodman..................... Age 69 (Toronto) Limited, a Company franchise in Ontario, Canada,
from 1956 to August, 1993. A director of the Company since
November, 1993.
CLASS I DIRECTORS (TERM EXPIRING 2000)
Audrey Regular commentator on network business news broadcasts
Freedman.................... Age 68 (including Reuters, CNN and CNBC) on economic developments.
Principal, Audrey Freedman & Associates, a management
consulting firm, from 1992 to 1997; Chairman, Business
Research Advisory Council, U.S. Bureau of Labor Statistics,
1992 to 1994. Ms. Freedman was a Labor Economist and
Counselor with The Conference Board, Inc., New York, from
1976 to 1992. A director of the Company since August, 1991.
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PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
---- --------------------
Mitchell S. President and Chief Executive Officer of the Company since
Fromstein................... Age 70 January, 1989, and Chairman of the Board since April, 1989.
President and Chief Executive Officer of the Company's
former principal operating subsidiary from 1976 until 1996
and a director thereof from 1971 until 1996. A director of
the Company and its predecessors for more than five years.
Also a director of Aramark Corp.
Dennis Chairman of GPA Group plc, a provider of financing to the
Stevenson................... Age 52 aviation industry, and Chairman of Pearson plc, a multimedia
company. A director of the Company and its predecessors for
more than five years. Also a director of British Sky
Broadcasting Group plc.
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors has standing Audit, Executive Compensation,
Executive and Executive Performance Compensation Committees. The Board does not
have a Nominating Committee. The Board of Directors held four meetings and acted
two times by written consent during 1997. Each director attended at least 75% of
the full board meetings and meetings of committees on which each served in 1997.
The Audit Committee consists of Messrs. Minow (Chairman), Godfrey, Goodman
and Harris. The functions of the Audit Committee are to: (i) recommend annually
to the Board of Directors the appointment of the independent auditors; (ii)
review the arrangements for and scope of the annual audit and review the results
thereof with the independent auditors; (iii) review and approve non-audit
services of the independent auditors and monitor the independence of the
Company's auditors; (iv) review compliance with major accounting and audit
policies; (v) review management's procedures and policies relative to the
adequacy of the Company's internal accounting controls; and (vi) monitor the
Company's compliance with the Foreign Corrupt Practices Act and its internal
policies with respect to business conduct and conflicts of interest. The Audit
Committee held three meetings during 1997.
The Executive Compensation Committee consists of Mr. Godfrey (Chairman),
Ms. Freedman, Mr. Goodman and Mr. Harris. The functions of this Committee are
to: (i) establish the compensation of Mr. Fromstein, the Chief Executive Officer
of the Company, Mr. Chait, Executive Vice President, Managing
Director -- International Operations and Chief Financial Officer of the Company,
and Mr. Hueneke, Executive Vice President of the Company, subject to
ratification by the Board of Directors; (ii) approve the compensation, based on
the recommendations of the senior executive officers, of certain other senior
executives of the Company and its subsidiaries; (iii) review the compensation of
all other senior managers of the Company and its subsidiaries; and (iv) serve as
the administrative committee for the Company's stock option and stock purchase
plans. Certain performance-based compensation for executive officers must also
be approved by the Executive Performance Compensation Committee as discussed
below. The Executive Compensation Committee held four meetings during 1997.
The Executive Performance Compensation Committee acts as the compensation
committee of outside directors under Section 162(m) of the Internal Revenue Code
("IRC"). In addition, the Committee serves as a committee of disinterested
directors for purposes of Rule 16b-3 under the Securities Exchange Act of 1934
and will approve transactions subject to Rule 16b-3 to the extent deemed
advisable under the Rule. The Committee consists of Messrs. Goodman and Minow.
The Executive Performance Compensation Committee did not meet in 1997. The
Executive Performance Compensation Committee, however, took action by written
consent once in 1997.
The Executive Committee consists of Messrs. Fromstein, Godfrey and Palay.
This Committee may exercise full authority in the management of the business and
affairs of the Company's Board of Directors when the Board of Directors is not
in session, except to the extent limited by Wisconsin law, the Company's
Articles of Incorporation or By-laws, or as otherwise limited by the Board of
Directors. Although the Committee has very broad powers, in practice, it takes
formal action on a specific matter when it would be
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impractical to call a meeting of the Board of Directors. The Executive Committee
did not meet in 1997. The Executive Committee, however, took action by written
consent five times in 1997.
REMUNERATION OF DIRECTORS
Directors of the Company who are not employees of the Company or any of its
subsidiaries, are currently entitled to an annual fee of $50,000, inclusive of a
retainer and all meeting and committee fees. In addition, each director is
reimbursed for travel expenses incurred in connection with attending Board of
Directors meetings. In lieu of receiving payment of fees in cash, directors may
elect to participate in the 1991 Directors Stock Option Plan or the Deferred
Stock Plan.
Upon adoption of the 1991 Directors Stock Option Plan, Messrs. Godfrey,
Harris, Minow and Stevenson each agreed to accept stock options over 50,000
shares (one-fifth vesting each year) in lieu of cash fees for five years. The
last portion of these options (options over 10,000 shares) vested in October,
1996 and are all exercisable. In November, 1996, Mr. Godfrey, Ms. Freedman, Mr.
Harris, Mr. Minow and Mr. Stevenson each agreed to accept stock options over
50,000 shares in lieu of cash fees for the five years following the date of
grant. Mr. Stevenson was required to accept the options in lieu of cash fees
pursuant to certain United Kingdom tax provisions. The option exercise price for
the November, 1996 directors' stock options is $28.00 per share, which was 100%
of the closing market price of the Company's Common Stock as reported on the
NYSE on the business date immediately preceding the date of grant. These options
are exercisable as to one-fifth of the shares on each anniversary of the date of
grant, subject to acceleration of vesting under certain conditions set forth in
the Plan. Upon Mr. Goodman's appointment to the Board of Directors in November,
1993, he also agreed to accept stock options over 50,000 shares in lieu of cash
fees for five years. The option exercise price for Mr. Goodman's stock options
is $16.00 per share, which was 100% of the closing market price of the Company's
Common Stock as reported on the NYSE on the business date immediately preceding
the date of grant. The options are not exercisable until November, 1998 (with
certain exceptions specified in the Plan) and vest ratably over the five-year
period. In 1995, Mr. Palay agreed to accept stock options over 50,000 shares in
lieu of cash fees for five years. The option exercise price for Mr. Palay's
stock options is $33.875 per share, which was 100% of the closing market price
of the Company's Common Stock as reported on the NYSE on the business date
immediately preceding the date of grant. Mr. Palay's options are not exercisable
until 2000 (with certain exceptions specified in the Plan) and vest ratably over
the five-year period.
Pursuant to the Company's Deferred Stock Plan, Ms. Freedman elected to
receive share equivalents in lieu of cash fees for the five year period
beginning in 1991 and ending in October, 1996. A total of 12,519 share
equivalents were originally credited to her account, representing the present
value of fees she would have otherwise received during the period, divided by
$11.875 per share, which was 100% of the closing market price of the Company's
Common Stock as reported on the NYSE on the date of her election. Additional
share equivalents are received in an amount equal to dividends paid on the
Company's Common Stock. The share equivalents are fully vested and Common Stock
will be distributed in settlement of the share equivalents upon the termination
of service as a director for any reason. In November, 1996 at the end of the
vesting period for her 1991 share equivalent election, Ms. Freedman elected to
receive options in lieu of cash fees under the 1991 Directors Stock Option Plan
as discussed above.
Certain information with respect to Ms. Freedman and Messrs. Godfrey and
Harris is set forth under "EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION," below. Upon his retirement from the Company in 1993, Mr.
Palay entered into a consulting agreement with the Company whereby the Company
pays Mr. Palay for services rendered, generally at an hourly rate. For the year
ended December 31, 1997, the Company paid Mr. Palay approximately $400,000 for
services rendered pursuant to this agreement.
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SECURITY OWNERSHIP OF MANAGEMENT
Set forth in the table below, as of the Record Date, are the shares of the
Company's Common Stock beneficially owned by each director and nominee, each of
the named executive officers, and all directors and executive officers of the
Company as a group and the shares of the Company's Common Stock that could be
acquired within 60 days of the Record Date by such persons.
COMMON STOCK
NAME OF BENEFICIALLY RIGHT TO ACQUIRE PERCENT OF
BENEFICIAL OWNER OWNED(1) COMMON STOCK(1) CLASS(2)
---------------- ------------ ---------------- ----------
Mitchell S. Fromstein........................... 849,674 606,543(3) 1.1%
Jon F. Chait.................................... 159,729(4) 80,000(3) *
Terry A. Hueneke................................ 57,569 50,000(3) *
Michael J. Van Handel........................... 20,257 13,500(3) *
Audrey Freedman................................. 25,244 25,244(5)(6) *
Dudley J. Godfrey, Jr........................... 64,000(7) 62,500(6) *
Marvin Goodman.................................. 45,500(8) 42,500(6) *
J. Ira Harris................................... 72,500(9) 62,500(6) *
Newton N. Minow................................. 79,016(10) 62,500(6) *
Gilbert Palay................................... 290,022 181,604(3)(6) *
Dennis Stevenson................................ 64,000 62,500(6) *
All Directors and Executive Officers as a
group......................................... 1,727,511 1,249,391 2.1%
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(1) Except as indicated below, all shares shown in this column are owned with
sole voting and investment power. Amounts shown in the Right to Acquire
Common Stock column are also included in the Common Stock Beneficially
Owned column.
(2) Except as indicated, no person named in the table beneficially owns more
than 1% of the outstanding shares of Common Stock. The percentage is based
on the column entitled Common Stock Beneficially Owned.
(3) Common Stock that may be acquired within 60 days of the date hereof through
the exercise of stock options.
(4) Includes 1,000 shares held in trust for the benefit of a minor child.
(5) Includes 12,744 shares of Common Stock to which Ms. Freedman will be
entitled under the terms of the Deferred Stock Plan upon termination of
service as a director for any reason.
(6) Includes the vested portion of options held under the 1991 Directors Stock
Option Plan.
(7) Includes 500 shares held by Mr. Godfrey's spouse and 500 shares held in
trust.
(8) Includes 1,000 shares held by Mr. Goodman's spouse.
(9) Includes 10,000 shares held in a living trust for the benefit of Mr.
Harris.
(10) Includes 12,500 shares held in a living trust for the benefit of Mr. Minow,
2,200 shares held in a living trust for the benefit of his spouse, and Mr.
Minow's proportionate interest (16 shares) in a partnership holding an
aggregate of 3,000 shares. The total also includes 1,800 shares held in a
family charitable foundation, as to which Mr. Minow disclaims beneficial
ownership.
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EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table (the "Summary Compensation Table") sets forth the
compensation for the past three years of each of the Company's executive
officers:
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------------- ------------------------------------
AWARDS PAYOUTS
----------------------- ----------
SECURITIES
RESTRICTED UNDERLYING
NAME AND OTHER ANNUAL STOCK OPTIONS/ LTIP
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) AWARDS($) SARs(#) PAYOUTS($)
------------------ ---- --------- -------- ------------------ ---------- ---------- ----------
M.S. Fromstein 1997 $860,000 $3,567,711 $ 3,749 -- -- --
Chairman of the Board, 1996 860,000 3,211,174 7,631 -- -- --
President and Chief 1995 860,000 2,861,819 3,746 -- -- --
Executive Officer
J.F. Chait 1997 $350,000 $ 891,928 $104,149(3) -- -- --
Executive Vice President, 1996 350,000 802,794(2) 62,011(3) -- -- --
Managing Director -- 1995 350,000 715,455 709 -- -- --
International Operations,
Chief Financial Officer,
and Secretary
T. A. Hueneke 1997 $350,000 $ 820,234 $ 3,749 -- -- --
Executive Vice President 1996 350,000 697,714(2) 0 -- -- --
1995 300,000 425,000 0 -- -- --
M. J. Van Handel 1997 $150,000 $ 75,000 $ 0 -- -- --
Vice President -- 1996 143,151 50,000 0 -- 10,000 --
Chief Accounting 1995 96,971 50,000 3,746 -- -- --
Officer and Treasurer
NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION($)
------------------ ---------------
M.S. Fromstein --
Chairman of the Board, --
President and Chief --
Executive Officer
J.F. Chait --
Executive Vice President, --
Managing Director -- --
International Operations,
Chief Financial Officer,
and Secretary
T. A. Hueneke --
Executive Vice President --
--
M. J. Van Handel --
Vice President -- --
Chief Accounting --
Officer and Treasurer
- ---------------
(1) "Other Annual Compensation" includes the discount associated with purchases
of Common Stock under the Manpower 1990 Employee Stock Purchase Plan. The
Manpower 1990 Employee Stock Purchase Plan is available to all U.S.
employees (meeting certain qualifying standards) and is described below. See
"Stock Purchase Plans."
(2) Includes deferred bonus amounts.
(3) "Other Annual Compensation" for Mr. Chait also includes an overseas living
expense subsidy.
EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLANS
The Company maintains several plans pursuant to which incentive and
non-statutory stock options, restricted stock and SARs (stock appreciation
rights) have been granted in the past and/or may be granted in the future.
Participation is generally limited to full-time employees of the Company or its
subsidiaries. The option exercise price of all options granted under the
Company's plans to executive officers of the Company has been 100% of the
closing market price as reported on the NYSE for the business day immediately
prior to the date of grant. Directors of the Company who are not full-time
employees may participate in the 1991 Directors Stock Option Plan or the
Deferred Stock Plan, as described on page 5 hereof.
The following table summarizes for each of the named executive officers the
number of shares of Common Stock acquired upon exercise of options during the
fiscal year ended December 31, 1997, the dollar value realized upon exercise of
options, the total number of shares of Common Stock underlying unexercised
options held at December 31, 1997 (exercisable and unexercisable), and the
aggregate dollar value of in-the-money, unexercised options held at December 31,
1997 (exercisable and unexercisable). Value realized upon exercise is the
difference between the fair market value of the underlying Common Stock on the
exercise date and the exercise or base price of the option. The value of an
unexercised, in-the-money option at fiscal year-end is the difference between
its exercise price and the fair market value of the underlying stock as of
December 31, 1997, which was $35.25 per share. These values, unlike any amounts
which may be set forth in the column headed "value realized," have not been, and
may never be, realized. The underlying options have not been, and may not be,
exercised; the actual gains, if any, on exercise will depend on the value of the
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Company's Common Stock on the date of exercise. There can be no assurance that
these values will be realized.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1997
AND FY-END OPTION/SAR VALUES
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS AT
FY-END(#) FY-END($)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
M.S. Fromstein........ 0 $ 0 606,543 0 $12,505,547 N/A
J.F. Chait............ 20,000 769,276 80,000 0 1,965,600 N/A
T.A. Hueneke.......... 0 0 50,000 0 906,250 N/A
M.J. Van Handel....... 0 0 13,500 10,000 249,750 $32,500
STOCK PURCHASE PLANS
The Company has adopted and maintains several employee stock purchase plans
designed to encourage employees to purchase Company Common Stock. The plans are
broad based and are available to all U.S. employees (including qualifying
temporary employees) and employees in certain other countries. The plans
generally provide that employees accumulate funds through payroll deductions
over a prescribed offering period (one to five years) and are entitled to
purchase shares at a discount (a maximum of 15%) from the market price at the
beginning and/or end of the offering period. No more than $25,000 of stock,
measured by the market price as of the beginning of the offering period, may be
purchased by any participating employee in any year.
PENSION PLANS
The Company maintains a broad-based qualified, noncontributory defined
benefit pension plan for eligible U.S. employees (the "Qualified Plan"). The
Company has also established a nonqualified, deferred compensation plan to
provide retirement benefits for management and other highly compensated
employees in the U.S. who are ineligible to participate in the Qualified Plan
(together with the "Qualified Plan," the "U.S. Pension Plans"). Certain of the
Company's foreign subsidiaries maintain various pension and retirement plans.
None of the Company's executive officers have participated in such foreign
plans. Under the U.S. Pension Plans, a pension is payable upon retirement at age
65, or upon earlier termination if certain conditions are satisfied. The pension
benefit is based on years of credited service and the average monthly
compensation received during the last five consecutive calendar years prior to
retirement. Compensation covered by the plans is base salary or hourly wages,
unless paid entirely on a commission basis, in which case commissions of up to
$20,000 per calendar year are taken into account. Bonuses, overtime pay or other
kinds of extra compensation are not considered. Under his employment agreement,
Mr. Fromstein is entitled to receive, upon termination of employment for any
reason, total retirement benefits, when added to those payable under the U.S.
Pension Plans, equal to those payable as if he had 30 years of credited service
under the Qualified Plan and as if certain Qualified Plan limitations did not
apply. Under the non-qualified, deferred compensation plan, Messrs. Chait,
Hueneke and Van Handel are entitled to receive, upon termination of employment
for any reason, retirement benefits equal to those payable as if they had 8, 24
and 9 years of credited service under the Qualified Plan and as if certain
Qualified Plan limitations did not apply.
8
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The table below shows the estimated aggregate annual benefit, computed as a
straight life annuity amount, under the Company's U.S. Pension Plans (without
Qualified Plan limitations) at various salary levels and years of credited
service payable upon retirement at age 65 or later. The benefit shown is not
subject to any deduction for any Social Security benefit:
PENSION PLAN TABLE
YEARS OF CONSECUTIVE SERVICE
FINAL AVERAGE ----------------------------------------------------------------
ANNUAL PAY 10 15 20 25 30
- ------------- -- -- -- -- --
$ 100,000 .................... $ 8,784 $ 13,177 $ 17,569 $ 21,961 $ 26,353
200,000 .................... 18,784 28,177 37,569 46,961 56,353
300,000 .................... 28,784 43,177 57,569 71,961 86,353
400,000 .................... 38,784 58,177 77,569 96,961 116,353
500,000 .................... 48,784 73,177 97,569 121,961 146,353
600,000 .................... 58,784 88,177 117,569 146,961 176,353
700,000 .................... 68,784 103,177 137,569 171,961 206,353
800,000 .................... 78,784 118,177 157,569 196,961 236,353
900,000 .................... 88,784 133,177 177,569 221,961 266,353
1,000,000 .................... 98,784 148,177 197,569 246,961 296,353
1,100,000 .................... 108,784 163,177 217,569 271,961 326,353
EMPLOYMENT AND OTHER AGREEMENTS
Messrs. Fromstein, Chait and Hueneke have each entered into employment
agreements with the Company.
Under his agreement, Mr. Fromstein receives an annual base salary of
$860,000, an annual incentive bonus based on the Company's Adjusted Net Profit
Before Tax (as defined in the agreement) and, upon retirement, retirement
benefits under the Company's U.S. Pension Plans based on 30 years of service and
calculated as if certain limitations of the Qualified Plan did not apply. See
"Pension Plans." If Mr. Fromstein's employment is terminated other than for
cause, Mr. Fromstein is entitled to receive: (i) all base compensation and other
benefits to which he was entitled through his date of termination, including a
prorated bonus; (ii) two years of base compensation plus the highest incentive
bonus paid to him since 1990; (iii) a cash payment equal to the fair market
value of any stock options, SARs, purchase rights or restricted stock held
pursuant to any benefit plan which ceases to cover him; and (iv) certain other
benefits as specified in the agreement.
Under his agreement, Mr. Chait receives an annual base salary of $350,000
and an annual incentive bonus based on the Company's Adjusted Net Profit Before
Tax (as defined in the agreement), which is 25% of the annual bonus formula in
Mr. Fromstein' s agreement. If Mr. Chait's employment is terminated, Mr. Chait
is entitled to receive: (i) all base compensation and other benefits to which he
was entitled through his date of termination, including a prorated bonus; (ii)
two years of base compensation plus the greater of (a) the highest incentive
bonus paid to him during the prior five years and (b) the incentive bonus which
would have otherwise been paid to him for the year of termination; and (iii)
certain other benefits as specified in the agreement.
Under his agreement, Mr. Hueneke is entitled to receive an annual base
salary of $350,000 and an annual incentive bonus based on the Company's
Specified Operating Unit Profits (as defined in the agreement). If Mr. Hueneke's
employment is terminated for other than Cause (as defined in the agreement), Mr.
Hueneke is entitled to receive: (i) all base compensation and other benefits to
which he was entitled through his date of termination, including a prorated
bonus; (ii) two years of base compensation plus the greater of (a) the highest
incentive bonus paid to him during the prior five years and (b) the incentive
bonus which would have otherwise been paid to him for the year of termination;
and (iii) certain other benefits as specified in the agreement.
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REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Executive Compensation Committee of the Board of Directors has
furnished the following report on executive compensation. Because certain
matters related to performance-based compensation are approved by the Executive
Performance Compensation Committee, that Committee joins in the report of the
Executive Compensation Committee.
General Compensation Policies
Under the Committee's current policy, the compensation structure for the
Company's executives consists in general of three principal components: base
salary, annual bonus and periodic grants of stock options or, occasionally,
restricted stock. The Committee believes that this approach creates both
short-term and long-term incentives for corporate management. As a result of
these policies, a high proportion of compensation for the Company's senior
executives is at risk through the annual bonus, generally based on formulas tied
to profitability of the individual's profit center, as well as stock ownership
and/or stock options, which create a direct link between long-term remuneration
and the price of the Company's Common Stock.
Base salary determinations are an important ingredient in attracting and
retaining quality personnel in a competitive market. Base salaries are set at
levels based generally on subjective factors, including the individual's level
of responsibility, experience and past performance record. As a large
multinational business, the Company competes for senior executive talent with
large public and private companies throughout the world, many of which are not
in businesses which directly compete with the Company. These are not the same
companies as those included in the Dow Jones Other Industrial & Commercial
Services Index which is used as a peer group to compare shareholder returns in
the Performance Graph.
The Committee also believes that a significant portion of compensation
should be directly related to and contingent upon Company profitability based on
objective performance criteria. Accordingly, it is the Company's general
practice that the senior executive officers of the Company as well as many other
senior executives of the Company and its subsidiaries participate in bonus
arrangements based on formulas tied to profitability of the individual's profit
center.
The Committee believes that it is important that the senior executive
officers and key executives of the Company and its subsidiaries hold equity
positions in the Company. Stock option grants to executives permit them to hold
equity interests at more meaningful levels than they could through other
alternatives, such as stock purchase arrangements. Accordingly, while the
Committee is conscious of the dilutive effects of stock options on shareholders,
it believes that stock option grants at reasonable levels are an important
component of executive compensation. In addition, because of the nature of the
Company's operations, the Company's management believes, and the Committee
agrees, that it is important that stock options be granted to a broad range of
employees where the options provide an important incentive. Approximately 269
people received option grants in 1997, although no new options were granted to
senior executive officers in 1997.
The Committee is responsible for establishing the compensation of Mr.
Fromstein, the President and Chief Executive Officer of the Company, Mr. Chait,
Executive Vice President, Managing Director -- International Operations and
Chief Financial Officer, and Mr. Hueneke, Executive Vice President, subject to
ratification by the Board of Directors. In addition, the Committee has
responsibility to approve the compensation of other senior executives and to
review the compensation of other senior managers of the Company and its
subsidiaries. However, the base salaries and bonuses of Mr. Fromstein, Mr. Chait
and Mr. Hueneke are determined pursuant to separate employment agreements
described under "Employment and Related Agreements" above.
Chief Executive Officer Compensation
Mr. Fromstein's base salary and bonus are determined on the basis of his
employment agreement. Mr. Fromstein's employment agreement establishes a base
salary of $860,000, which has been fixed at this level since 1989. Mr.
Fromstein's annual bonus is determined under the employment agreement by
measuring
10
13
the Company's pretax profit for the year (subject to certain adjustments)
against a graduated scale after exceeding a threshold level. Accordingly, Mr.
Fromstein's bonus will fluctuate based on the Company's operating performance.
For example, the Company's pretax profit increased from 1995 to 1996 by
approximately 19% and Mr. Fromstein's total cash compensation increased by 9%
and the Company's pretax profit increased from 1996 to 1997 by approximately 3%
and Mr. Fromstein's total cash compensation increased by 9%.
Other Executive Officers of the Company
The base salary and bonus of Mr. Chait are determined on the basis of his
employment agreement. Mr. Chait's annual bonus under his employment agreement is
based on the same formula as described above with respect to Mr. Fromstein,
except that Mr. Chait's bonus is 25% of the amount determined under the formula
for Mr. Fromstein.
The base salary and bonus of Mr. Hueneke are determined on the basis of his
employment agreement. Mr. Hueneke's annual bonus is determined under the
employment agreement by measuring the total operating unit profits of certain
regions in which the Company conducts business over which Mr. Hueneke has
responsibility for the fiscal year (subject to certain adjustments) against a
graduated scale after exceeding a threshold level. Accordingly, Mr. Hueneke's
bonus will fluctuate significantly based the Company's operating performance in
the regions over which he has management responsibility.
The base salary of the Company's Chief Accounting Officer is established by
the Committee upon the recommendation of the Chief Executive Officer and the
Chief Financial Officer, which is based upon their subjective assessment of the
nature of the position and the contribution, experience and tenure of the Chief
Accounting Officer. The Committee makes an individual annual bonus determination
for the Chief Accounting Officer based upon the recommendation of the Chief
Executive Officer and the Chief Financial Officer, which is based upon a
subjective assessment of overall Company and individual performance as compared
to prior performance.
Internal Revenue Code Section 162(m)
Section 162(m) of the IRC generally disallows a tax deduction to public
corporations for compensation over $1,000,000 for any fiscal year paid to the
corporation's chief executive officer and four other most highly compensated
executive officers in service as of the end of any fiscal year. However, Section
162(m) also provides that qualifying performance-based compensation will not be
subject to the deduction limit if certain requirements are met. The Committee
currently intends to structure compensation amounts and plans which meet the
requirements for deductibility. In order to satisfy these requirements, the
annual bonus arrangements for Messrs. Fromstein, Chait and Hueneke have been
approved by the Executive Performance Compensation Committee and the
shareholders. Because of uncertainties as to the application and interpretation
of Section 162(m) and the regulations issued thereunder, no assurance can be
given, notwithstanding the efforts of the Company in this area, that
compensation intended by the Company to satisfy the requirements for
deductibility under Section 162(m) does in fact do so.
THE EXECUTIVE COMPENSATION COMMITTEE
Dudley J. Godfrey, Jr. (Chairman)
Audrey Freedman
Marvin B. Goodman
J. Ira Harris
THE EXECUTIVE PERFORMANCE COMPENSATION COMMITTEE
Marvin B. Goodman
Newton N. Minow
11
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EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During a portion of the Company's last fiscal year, the Company provided
Ms. Audrey Freedman with otherwise unused office space for her consulting firm,
Audrey Freedman & Associates, in New York, New York. This arrangement did not
result in any cost to the Company. In addition, the Company printed and
distributed certain materials for such firm, with a cost to the Company of
approximately $3,800 in 1997. Ms. Freedman's consulting firm provided certain
marketing and labor market analyses to the Company in exchange for use of such
office space and printing and distribution services.
Dudley J. Godfrey, Jr. is a shareholder in Godfrey & Kahn, S.C., which is
general counsel to the Company.
J. Ira Harris is currently Chairman of J. I. Harris & Associates, a
consulting firm, which may from time to time perform services for the Company.
Until December, 1997, Mr. Harris was a Senior Managing Director in the
investment banking firm of Lazard Freres & Co. LLC, which from time to time
performs services for the Company.
PERFORMANCE GRAPH
Set forth below is a graph for the periods ending December 31, 1992-1997
comparing the cumulative total shareholder return on the Company's Common Stock,
with the cumulative total return of companies in the Standard & Poor's 500 Stock
Index and the Dow Jones Other Industrial & Commercial Services Index (formerly
the "Dow Jones Industrial & Commercial Services -- General Index"). The graph
assumes a $100 investment on December 31, 1992 in the Company's Common Stock,
the S&P 500 Stock Index and the Dow Jones Other Industrial & Commercial Services
Index and assumes the reinvestment of all dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG MANPOWER, S&P 500 STOCK INDEX AND
DOW JONES OTHER INDUSTRIAL & COMMERCIAL SERVICES INDEX
DOW JONES
OTHER
INDUSTRIAL &
COMMERCIAL
MEASUREMENT PERIOD S&P 500 SERVICES
(FISCAL YEAR COVERED) MANPOWER STOCK INDEX INDEX
12/92 100 100 100
12/93 123 110 104
12/94 197 112 101
12/95 198 153 129
12/96 229 189 141
12/97 250 252 168
DECEMBER 31,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
Manpower............................................. $100 $123 $197 $198 $229 $250
S&P 500 Stock Index.................................. $100 $110 $112 $153 $189 $252
Dow Jones Other Industrial & Commercial Services
Index.............................................. $100 $104 $101 $129 $141 $168
12
15
2. RATIFICATION OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee and subject to ratification by
the shareholders at the Annual Meeting, the Board of Directors has appointed
Arthur Andersen LLP, an independent public accounting firm, to audit the
consolidated financial statements of the Company for the fiscal year ending
December 31, 1998. Arthur Andersen LLP has audited the Company (or its
predecessors) since 1975. Representatives of Arthur Andersen LLP will attend the
Annual Meeting and have the opportunity to make a statement if they so desire,
and will also be available to answer questions.
If the shareholders do not ratify the appointment of Arthur Andersen LLP,
the selection of the Company's independent auditors will be reconsidered by the
Board of Directors.
The affirmative vote of a majority of the votes cast on this proposal shall
constitute ratification of Arthur Andersen LLP as the independent auditors for
the fiscal year ending 1998. Abstentions will not be counted as voting and,
therefore, will have no impact on the approval of the proposal.
The Board of Directors recommends you vote FOR the ratification of the
appointment of Arthur Andersen LLP as the Company's independent auditors for the
fiscal year ending December 31, 1998 and your proxy will be so voted unless you
specify otherwise.
SUBMISSION OF SHAREHOLDER PROPOSALS
In accordance with the Company's By-Laws, nominations, other than by or at
the direction of the Board of Directors, of candidates for election as directors
at the 1999 Annual Meeting of Shareholders must be received by the Company no
later than January 23, 1999. To be considered for inclusion in the proxy
statement solicited by the Board of Directors, shareholder proposals for
consideration at the 1999 Annual Meeting of Shareholders of the Company must be
received by the Company at the Company's principal executive offices by November
25, 1998. Such nominations or proposals must be submitted to Mr. J.F. Chait,
Secretary, Manpower Inc., 5301 North Ironwood Road, Milwaukee, Wisconsin 53217.
To avoid disputes as to the date of receipt, it is suggested that any
shareholder proposal be submitted by certified mail, return receipt requested.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and officers to file reports with the Securities and
Exchange Commission disclosing their ownership, and changes in their ownership,
of stock in the Company. Copies of these reports must also be furnished to the
Company. Based solely on a review of these copies, the Company believes that
during 1997 all filing requirements were met.
OTHER MATTERS
Although management is not aware of any other matters that may come before
the Annual Meeting, if any such matters should be presented, the persons named
in the accompanying proxy intend to vote such proxy in accordance with their
best judgment.
Shareholders may obtain a copy of the Company's Annual Report to the
Securities and Exchange Commission as filed on Form 10-K at no cost by writing
to Mr. J.F. Chait, Secretary, Manpower Inc., 5301 North Ironwood Road,
Milwaukee, Wisconsin 53217.
By Order of the Board of Directors,
J.F. Chait, Secretary
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THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE Please mark your votes
VOTED IN THE MANNER DIRECTED HEREIN as indicated in this [X]
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION example
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
1. ELECTION OF DIRECTORS NOMINEES: J. Ira Harris, Terry A. Hueneke, Newton N. Minow and Gilbert Palay
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for any individual nominee,
listed to the right AUTHORITY write that nominee's name in the space provided below.)
(except as marked to vote for all nominees
to the contrary) listed to the right ------------------------------------------------------------------------------
2. Ratification of Arthur Andersen LLP as the 3. In their discretion, the Proxies are authorized to vote
Company's independent auditors for 1998. upon such other business as may properly come before the
meeting.
FOR AGAINST ABSTAIN
Please sign exactly as name appears hereon.
When shares are held by joint tenants, both
should sign. When signing as attorney,
executor, administrator, trustee, or guardian,
please give full title as such. If a
corporation, please sign in full corporate name
by President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
Dated:__________________________________, 1998
______________________________________________
(Signature)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE ______________________________________________
ENCLOSED ENVELOPE. (Signature if held jointly)
- ------------------------------------------------------------------------------------------------------------------------------------
FOLD AND DETACH HERE
MANPOWER INC.
ANNUAL MEETING
OF
MANPOWER INC. SHAREHOLDERS
THURSDAY, APRIL 23, 1998
10:00 A.M.
BRADLEY PAVILION OF THE MARCUS CENTER
FOR THE PERFORMING ARTS
929 NORTH WATER STREET
MILWAUKEE, WISCONSIN
AGENDA
- Elect four directors to serve until 2001 as Class II directors.
- Ratify the appointment of Arthur Andersen LLP as the Company's independent
auditors for 1998.
- Transact such other business as may properly come before the meeting.
17
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MANPOWER INC.
The undersigned hereby appoints Mitchell S. Fromstein and Jon F. Chait
proxies, each with power to act without the other and with power of
substitution, and hereby authorizes them to represent and vote, as designated
on the other side, all the shares of stock of Manpower Inc. standing in the
name of the undersigned with all powers which the undersigned would possess if
present at the Annual Meeting of Shareholders of the Company to be held April
23, 1998 or any adjournment thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
- --------------------------------------------------------------------------------
FOLD AND DETACH HERE
FINANCIAL HIGHLIGHTS
(in thousands) 1997 1996
-----------------------------------------------------------------
Systemwide Sales (a) $8,859,893 $7,474,212
Revenues from Services $7,258,504 $6,079,905
Operating Profit (b) $ 255,387 $ 226,957
(a) Represents total sales of Company-owned branches and franchises.
(b) Represents Revenue from Services less Cost of Services and
Selling and Administrative Expenses before the charge for the
Amortization of Intangible Assets. This earnings measurement is
not determined pursuant to generally accepted accounting
principles (GAAP) and should not be considered in isolation or
as an alternative to GAAP-derived measures.
