UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
MANPOWERGROUP INC.
(Exact Name of Registrant as Specified in Charter)
Wisconsin | 39-1672779 |
(State or other jurisdiction of | (I.R.S. Employer Identification No.) |
incorporation or organization) |
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100 Manpower Place |
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Milwaukee, Wisconsin | 53212 |
(Address of Principal Executive Offices) | (Zip Code) |
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2011 Equity Incentive Plan of ManpowerGroup Inc.
(Full title of plan)
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Richard Buchband
Senior Vice President, General Counsel and Secretary
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[X] |
| Accelerated filer[ ] |
Non-accelerated filer[ ] |
| Smaller reporting company[ ] |
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| 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.¨
CALCULATION OF REGISTRATION FEE
Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee |
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Common Stock, $.01 par value | 2,500,000(2) | $71.215(2)
| $178,037,500.00 (2)
| $23,109.27(2)
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(1)In addition to the shares set forth in this table, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the amount to be registered includes an indeterminate number of shares of the Registrant’s common stock, $.01 par value (the “Common Stock”), that may become issuable as a result of stock dividends, stock splits or similar transactions, as provided in the 2011 Equity Incentive Plan, as amended.
(2)The registration fee was calculated pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low price per share of the Common Stock on the New York Stock Exchange on May 22, 2020.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed by ManpowerGroup Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8 under the Securities Act. The information included and incorporated by reference in the registration statements on Form S-8 filed by the Registrant (Registration Nos. 333-174305 and 333-195833) pursuant to the Securities Act on May 18, 2011 and May 9, 2014, respectively, is incorporated by reference into this Registration Statement.
Exhibits
2011 Equity Incentive Plan of ManpowerGroup Inc. (Amended and Restated Effective May 8, 2020) | |
Opinion of Godfrey & Kahn, S.C. | |
Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1) | |
Consent of Deloitte & Touche LLP | |
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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on May 29, 2020.
MANPOWERGROUP INC.
By: /s/ Richard Buchband
Richard Buchband
Senior Vice President, General Counsel and Secretary
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 |
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/s/ Jonas Prising | Chief Executive Officer and a Director | May 29, 2020 |
Jonas Prising | (Principal Executive Officer) |
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/s/ John T. McGinnis | Executive Vice President and Chief Financial | May 29, 2020 |
John T. McGinnis | Officer (Principal Financial Officer) |
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/s/ Donald Mondano | Senior Vice President, Global Controller and | May 29, 2020 |
Donald Mondano | Treasurer (Principal Accounting Officer) |
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* | Director | May 29, 2020 |
Gina R. Boswell |
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* | Director | May 29, 2020 |
Cari M. Dominguez |
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* | Director | May 29, 2020 |
William Downe |
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* | Director | May 29, 2020 |
John F. Ferraro |
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* | Director | May 29, 2020 |
Patricia A. Hemingway Hall |
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* | Director | May 29, 2020 |
Julie M. Howard |
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* | Director | May 29, 2020 |
Ulice Payne, Jr. |
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* | Director | May 29, 2020 |
Paul Read |
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* | Director | May 29, 2020 |
Elizabeth P. Sartain |
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* | Director | May 29, 2020 |
Michael J. Van Handel |
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By: /s/ Richard Buchband |
| May 29, 2020 |
Richard Buchband |
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Attorney-in-Fact* |
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*Pursuant to authority granted by powers of attorney, copies of which are filed herewith.