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): February 14, 2007
MANPOWER 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.) |
5301 North Ironwood Road Milwaukee, Wisconsin |
| 53217 |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (414) 961-1000
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 14, 2007, Manpower Inc. (the “Company”) appointed Gina R. Boswell to its Board of Directors. Ms. Boswell was also appointed to the Audit Committee of the Company’s Board of Directors.
As a non-employee director of the Company, Ms. Boswell will participate in the same compensation arrangement as the other non-employee directors of the Company, which consists of a cash retainer equal to $60,000 per year, a fee of $2,000 per Board of Directors or Committee meeting attended in person, a fee of $1,000 per Board of Directors or Committee meeting attended telephonically and reimbursement for travel expenses incurred in connection with attending Board of Directors and Committee meetings. In addition, Ms. Boswell received a prorated annual grant of 1,159 shares of deferred stock upon her appointment to the Board of Directors. As permitted under the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the 2003 Equity Incentive Plan of the Company, Ms. Boswell elected to receive the prorated annual grant in restricted stock. This election will be effective April 1, 2007, at w hich time Ms. Boswell will receive a number of shares of restricted stock equal to the number of unvested shares of deferred stock then held by her, and such unvested shares of deferred stock will be forfeited. The restricted stock will vest in equal quarterly installments on the last day of each calendar quarter during the year.
The press release issued by the Company announcing the appointment of Ms. Boswell is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Also on February 14, 2007, Stephanie A. Burns notified the Company that she would not be standing for re-election to the Company’s Board of Directors at the Company’s 2007 annual meeting of shareholders due to her commitment to serve on another board that more closely aligns with her career and expertise.
The press release issued by the Company announcing Dr. Burns’ decision is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. | Description |
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99.1 | Press Release dated February 14, 2007. | |
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99.2 | Press Release dated February 21, 2007. |
SIGNATURES
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.
Dated: February 21, 2007 | MANPOWER INC. |
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| By: /s/ Michael J. Van Handel |
| Michael J. Van Handel |
| Executive Vice President, Chief Financial Officer and Secretary |
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EXHIBIT INDEX
Exhibit No. | Description |
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99.1 | Press release dated February 14, 2007. |
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99.2 | Press release dated February 21, 2007. |
Exhibit 99.1
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FOR IMMEDIATE RELEASE | Contact: | Tracy Shilobrit |
![[exh991002.gif]](https://cdn.kscope.io/b8bb3ad4b514d5a081b7a08d474ccd93-exh991002.gif)
Manpower Inc. Names Gina Boswell to Board of Directors
MILWAUKEE, WI, USA (February 14, 2007) – Manpower Inc. (NYSE:MAN) today announced the appointment of Gina Boswell, senior vice president and chief operating officer for Avon North America, to its board of directors, effective today.
“Gina’s extensive operational experience in driving strategy and growth at Avon, Ford, and Estée Lauder will be very valuable as we position Manpower for continued future growth,” said Jeffrey A. Joerres, chairman and CEO of Manpower Inc.
Boswell, 44, is responsible for implementing Avon North America's transformation agenda and its business strategies. During her four year tenure at Avon, she also served as senior vice president of corporate strategy and business development, during which she helped develop the company's global growth strategies and explored business opportunities to reach new markets and new customers.
Prior to Avon, Boswell held various management roles during her four years at Ford Motor Company, most recently as director of business strategy for Ford’s global enterprise. In earlier positions at Ford, she had line responsibility for the company’s vehicle personalization business and helped lead the development of Ford’s consumer-focused e-business. Prior to Ford, Ms. Boswell spent over six years with the Estée Lauder Companies, Inc., serving the last two years as vice president of new business development where she focused on developing and implementing acquisitions, licenses and strategic alliances.
Boswell is a summa cum laude graduate of Boston University and received her Master's degree from the Yale School of Management. She currently serves on the board of directors for Applebee’s International, Inc. and was named a Henry Crown Fellow of the Aspen Institute in 2005. In early 2007, Boswell was selected as one of the Top 15 Women in Business by Pink Magazine and the Forte Foundation.
About Manpower Inc.
Manpower Inc. (NYSE: MAN) is a world leader in the employment services industry; creating and delivering services that enable its clients to win in the changing world of work. The $18 billion company offers employers a range of services for the entire employment and business cycle including permanent, temporary and contract recruitment; employee assessment and selection; training; outplacement; outsourcing and consulting. Manpower's worldwide network of 4,400 offices in 73 countries and territories enables the company to meet the needs of its 400,000 clients per year, including small and medium size enterprises in all industry sectors, as well as the world's largest multinational corporations. The focus of Manpower's work is on raising productivity through improved quality, efficiency and cost-reduction across their total workforce, enabling clients to concentrate on their core business activities. Manpower Inc. operates under five brands: Manpower, Manpow er Professional, Elan, Jefferson Wells and Right Management. More information on Manpower Inc. is available at www.manpower.com.
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MANPOWER INC. • P.O. BOX 2053 • 5301 N. IRONWOOD RD., MILWAUKEE, WI 53201 • USA • PHONE 414-961-1000 • www.manpower.com
Exhibit 99.2
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FOR IMMEDIATE RELEASE | Contact: | Tracy Shilobrit |
Stephanie Burns Will be Stepping Down from Manpower Inc. Board of Directors
MILWAUKEE, WI, USA (February 21, 2007) – Manpower Inc. (NYSE:MAN) today announced that Stephanie A. Burns, chairman, president and CEO of Dow Corning, will not stand for reelection to its board of directors due to her commitment to serve on another board that more closely aligns with her career and expertise.
Burns said, “I have enjoyed my tenure as a director for Manpower and I continue to be a big supporter of the company and its management. However, in order to be as effective as possible in all of my commitments, it is necessary to make difficult choices about where my time is invested. I will miss my time with the Manpower board and I wish them all the best,” she added.
Burns was appointed to the Manpower Inc. board of directors in July of 2003.
“Manpower was built upon the philosophy of matching the right person with the right job and, in this case, her other board commitment is a nearly perfect match, so I support her decision,” said Jeffrey A Joerres, chairman and CEO of Manpower Inc. “Stephanie is a very talented CEO and I appreciate her diligence and commitment to being a superior board member for Manpower. We look forward to seeing many great accomplishments from her in the coming years,” he added.
About Manpower Inc.
Manpower Inc. (NYSE: MAN) is a world leader in the employment services industry; creating and delivering services that enable its clients to win in the changing world of work. The $18 billion company offers employers a range of services for the entire employment and business cycle including permanent, temporary and contract recruitment; employee assessment and selection; training; outplacement; outsourcing and consulting. Manpower's worldwide network of 4,400 offices in 73 countries and territories enables the company to meet the needs of its 400,000 clients per year, including small and medium size enterprises in all industry sectors, as well as the world's largest multinational corporations. The focus of Manpower's work is on raising productivity through improved quality, efficiency and cost-reduction across their total workforce, enabling clients to concentrate on their core business activities. Manpower Inc. operates under five brands: Manpower, Manpow er Professional, Elan, Jefferson Wells and Right Management. More information on Manpower Inc. is available at www.manpower.com.
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MANPOWER INC. • P.O. BOX 2053 • 5301 N. IRONWOOD RD., MILWAUKEE, WI 53201 • USA • PHONE 414-961-1000 • www.manpower.com