| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Form 3 Holdings Reported. | ||||||||||||||||
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Form 4 Transactions Reported. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MANPOWER INC /WI/ [ MAN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Restricted Stock Units | (1) | 12/31/2009 | A(2) | 144 | (1) | (1) | Common Stock | 144 | (2) | 9,144 | D | |||
| Restricted Stock Units | (3) | 12/31/2009 | A(2) | 96 | (3) | (3) | Common Stock | 96 | (2) | 6,096 | D | |||
| Explanation of Responses: |
| 1. The restricted stock units will vest one-third on 2/17/10, one-third on 2/17/11, and one-third on 2/17/12 and will be settled in shares of Manpower common stock on a 1 for 1 basis upon vesting. |
| 2. Receipt of restricted stock units in lieu of dividends paid in 2009 at an average price of $46.29. |
| 3. The restricted Stock Units will vest 100% on February 17, 2013 and will be settled in shares of Manpower common stock on a 1 for 1 basis upon vesting. |
| Remarks: |
| Kenneth C. Hunt (pursuant to Power of Attorney filed herewith) | 02/17/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER
OF ATTORNEY
For
Executing Forms 3, 4 and 5 and 144
Know all
by these present, that the undersigned constitutes and appoints each of
Jeffrey A. Joerres, Michael J. Van Handel and Kenneth C. Hunt, signing
singly, his true and lawful attorney-in-fact to:
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(1)
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execute
for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;
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(2)
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execute
for and on behalf of the undersigned notices on Form 144 in accordance
with Rule 144 under the Securities Act of 1933;
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(3)
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do
and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete the execution of any such Forms
3, 4 or 5 or Form 144 and the timely filing of such forms with the United
States Securities and Exchange Commission, any stock exchange or other
authority; and
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(4)
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take
any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to the Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in his discretion.
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The
undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform all and every act and thing whatsoever requisite, necessary
and proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation and
hereby ratifies and confirms all that such attorney-in-fact shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned’s responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934 and the rules
thereunder or Rule 144 under the Securities Act of 1933. This Power
of Attorney shall be a durable power of attorney and shall not be affected by
subsequent disability or incapacity of the undersigned.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 6th day of May, 2009.
/s/ Barbara
Beck
Barbara
Beck