Retain an independent compensation consultant.Įstablish appropriate compensation peer groups which the Committee re-evaluates annually. Maintain a clawback policy for our cash incentive and equity awards. Maintain significant stock ownership guidelines for our NEOs. Use double triggers in our severance agreements and our equity awards. Include caps on the potential payouts under the PSU grants and our annual incentive program. Set challenging performance objectives that align with company performance.īalance short-term and long-term incentives. Some of our key policies are summarized below: The people, culture and compensation committee continually reviews the Company’s executive compensation program to maintain compensation practices that are in the best interests of our shareholders. Ms. Pénicaud’s committee appointment was effective in February 2023. People, Culture and Compensation (CHAIR).Muriel Pénicaud was appointed to the board of directors effective December 12, 2022. Each director is elected annually by a majority of votes cast. The following table provides summary information about each of the 12 director nominees, and the committees they serve on. For information regarding ManpowerGroup’s 2022 performance, please read ManpowerGroup’s 2022 Annual Report on Form 10-K. We encourage you to read the entire proxy statement before voting. This summary does not contain all the information you should consider. This summary highlights information contained in the proxy statement, which is first being made available to shareholders on or about March 9, 2023. Post-Termination and Change of Control BenefitsĬompensation Policies and Practices as They Relate to Risk Management Termination of Employment and Change of Control Arrangements Nonqualified Deferred Compensation in 2022 Option Exercises and Stock Vested in 2022 Outstanding Equity Awards at December 31, 2022 Grants Under the 2011 Equity Incentive Plan People, Culture and Compensation Committee Interlocks and Insider Participation Report of the People, Culture and Compensation Committee of the Board of Directors Non-Employee Director Stock Ownership Guidelinesīoard Independence and Related Party Transactions Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 5, 2023: The annual report on Form 10-K and proxy statement of ManpowerGroup are available for review at By Order of the Board of DirectorsĬomposition and Qualifications of Board Members For purposes of our meeting, people who attend virtually will be considered in-person. Holders of a majority of the outstanding shares must be present in person or by proxy in order for the annual meeting to be held. To transact such other business as may properly come before the meeting To hold an advisory vote on the frequency of the advisory vote on the compensation of our named executive officers and To hold an advisory vote on approval of the compensation of our named executive officers and To ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2023 To elect twelve individuals nominated by the Board of Directors of ManpowerGroup to serve until 2024 as directors Items of Business and Voting Recommendations All shareholders will still be able to vote online during the meeting, even if they previously submitted their proxy. If your shares are held in street name through a bank, broker or other holder of record (“beneficial holder”), you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Prior to the 2023 Annual Meeting, vote your shares online at During the 2023 Annual Meeting, vote your shares online at By Phone: You can vote by any of the following methods: If you are a shareholder of record (“registered shareholder”), we urge you to vote in advance of the meeting using one of the advance voting methods below. Whether or not you plan to attend the meeting, it is important that your shares are represented and voted. This year’s meeting is a virtual shareholders meeting at Record Date | 100 Manpower Place | Milwaukee, Wisconsin 53212

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