Form S-8 POS ManpowerGroup Inc.
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. 333-105205
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-135000
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-161765
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) | |
2003 Equity Incentive Plan of Manpower Inc.
(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 2003 Equity Incentive Plan of Manpower Inc. (the “Plan”):
| 1. | Registration Statement No. 333-105205 (filed on May 13, 2003); |
| 2. | Registration Statement No. 333-135000 (filed on June 14, 2006); and |
| 3. | Registration Statement No. 333-161765 (filed on September 4, 2009). |
As previously disclosed, the Company has since adopted a subsequent equity incentive plan, and the Company no longer issues shares under the Plan and there are no awards outstanding under the Plan. Accordingly, the Company hereby deregisters 766,876 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. |
ATTACHMENTS / EXHIBITS
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