S-8
 
 

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

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

100 Manpower Place

Milwaukee, Wisconsin

  53212
(Address of Principal Executive Offices)   (Zip Code)

 

 

Equity Incentive Plan of ManpowerGroup 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.

 

 
 


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, 333-195833, and 333-238801) pursuant to the Securities Act on May 18, 2011, May 9, 2014, and May 29, 2020, respectively, are incorporated by reference into this Registration Statement.

Exhibits

 

4.1    Equity Incentive Plan of ManpowerGroup Inc. (incorporated by reference to Exhibit  10.1 of the Registrant’s Current Report on Form 8-K filed on May 8, 2026)
5.1    Opinion of Godfrey & Kahn, S.C.
23.1    Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1)
23.2    Consent of Deloitte & Touche LLP
24.1    Powers of Attorney
107.1    Filing Fee Table


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 12, 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

   Chief Executive Officer and a Director    May 12, 2026
Jonas Prising    (Principal Executive Officer)   

/s/ John T. McGinnis

   Executive Vice President and Chief Financial    May 12, 2026
John T. McGinnis    Officer (Principal Financial Officer)   

/s/ Eric Rozek

   Vice President and Global Controller    May 12, 2026
Eric Rozek    (Principal Accounting Officer)   

    *

   Director    May 12, 2026
Jean-Philippe Courtois      

    *

   Director    May 12, 2026
John F. Ferraro      

    *

   Director    May 12, 2026
William P. Gipson      

    *

   Director    May 12, 2026
Julie M. Howard      

    *

   Director    May 12, 2026
Ulice Payne, Jr.      

    *

   Director    May 12, 2026
Muriel Pénicaud      

    *

   Director    May 12, 2026
Paul Read      

    *

   Director    May 12, 2026
Elizabeth P. Sartain      


    *

   Director    May 12, 2026
Michael J. Van Handel      

 

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.

EX-5.1

Exhibit 5.1

 

LOGO       LOGO

May 12, 2026

ManpowerGroup Inc.

100 Manpower Place

Milwaukee, Wisconsin 53212

Ladies and Gentlemen:

We have acted as your counsel in connection with the issuance by ManpowerGroup Inc., a Wisconsin corporation (the “Company”), of up to 1,100,000 additional shares of common stock, $0.01 par value (the “Shares”), pursuant to the Equity Incentive Plan of ManpowerGroup Inc. (the “Plan”), as described in the Company’s prospectus dated as of the date hereof (the “Prospectus”) relating to the Company’s Registration Statement on Form S-8, to be filed with the Securities and Exchange Commission on May 12, 2026 (the “Registration Statement”).

We have examined: (a) the Plan, the Prospectus and the Registration Statement, (b) the Company’s Amended and Restated Articles of Incorporation and Amended and Restated By-Laws, each as amended to date, (c) certain resolutions of the Company’s Board of Directors, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.

 

LOGO

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 23, 2026, relating to the financial statements of ManpowerGroup, Inc. and the effectiveness of ManpowerGroup, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of ManpowerGroup, Inc. for the year ended December 31, 2025.

/s/ Deloitte & Touche LLP

Milwaukee, Wisconsin

May 12, 2026

EX-24.1

Exhibit 24.1

DIRECTOR’S POWERS OF ATTORNEY

(Form S-8 for the Equity Incentive Plan)

Each of the undersigned directors of ManpowerGroup Inc. (the “Company”) hereby constitutes and appoints Michelle S. Nettles and Dale Johnson, and each of them, the undersigned’s true and lawful attorney-in-fact, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead to sign for the undersigned and in the undersigned’s name in the capacity as a director of the Company the Company’s Registration Statement on Form S-8 relating to the Equity Incentive Plan, as amended, and to file the same, with all exhibits thereto, other documents in connection therewith, and any amendments to any of the foregoing, including post-effective amendments and/or supplements to said Form S-8, with the Securities and Exchange Commission and any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or the undersigned’s substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned have each executed this Power of Attorney, on one or more counterparts, as of the 8th day of May, 2026.

 

/s/ Jean-Philippe Courtois

        

/s/ John F. Ferraro

     
Jean-Philippe Courtois       John F. Ferraro   

/s/ William P. Gipson

     

/s/ Julie M. Howard

  
William P. Gipson       Julie M. Howard   

/s/ Ulice Payne, Jr.

     

/s/ Muriel Pénicaud

  
Ulice Payne, Jr.       Muriel Pénicaud   

/s/ Jonas Prising

     

/s/ Paul Read

  
Jonas Prising       Paul Read   

/s/ Elizabeth P. Sartain

     

/s/ Michael J. Van Handel

  
Elizabeth P. Sartain       Michael J. Van Handel   
EX-FILING FEES
S-8 S-8 EX-FILING FEES 0000871763 ManpowerGroup Inc. N/A Fees to be Paid 0000871763 2026-05-06 2026-05-06 0000871763 1 2026-05-06 2026-05-06 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

ManpowerGroup Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common Stock, $0.01 par value per share 457(a) 1,100,000 $ 29.64 $ 32,604,000.00 0.0001381 $ 4,502.61

Total Offering Amounts:

$ 32,604,000.00

$ 4,502.61

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 4,502.61

Offering Note

1

(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 common stock, $0.01 par value (the "Common Stock") of ManpowerGroup Inc. (the "Registrant") that may become issuable as a result of stock dividends, stock splits or similar transactions, as provided in the Equity Incentive Plan of ManpowerGroup Inc. (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 5, 2026.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources