Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 7, 2024


(Exact name of registrant as specified in its charter)





(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)



100 Manpower Place


Milwaukee, Wisconsin



(Address of principal executive offices)


(Zip Code)


Registrant's telephone number, including area code: (414) 961-1000



(Former name or former address, if changed since last report.)


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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value


New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


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 13(a) of the Exchange Act. ☐






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On February 7, 2024, William Downe informed ManpowerGroup (the “Company”) that he intends to retire as a member of the Board of Directors of the Company and not stand for re-election when his current term expires at the annual meeting of shareholders in 2024. Mr. Downe, who is the former Chief Executive Officer of BMO Financial Group, has served as a director of the Company since 2011, and served as lead director from 2017 to 2023.


Mr. Downe stated his decision to retire is consistent with his intention to rotate off the Board of Directors upon reaching the retirement age in effect at the time he joined the Board. Mr. Downe stated the decision is not due to any disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies or practices of the Company.


With Mr. Downe’s forthcoming retirement, the Board of Directors will be comprised of 11 directors. The Company does not intend to fill the vacancy created by the retirement.






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 9, 2024



/s/ Richard Buchband


Richard Buchband


Senior Vice President, General Counsel and Secretary