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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Compensatory Arrangements of Certain Officers
On November 12, 2021, ManpowerGroup Inc. (the “Company”) entered into a letter agreement with each of John (“Jack”) McGinnis and Richard Buchband that provides for severance and other post-employment benefits and contains certain post-employment restrictive covenants. The letter agreements replace similar severance agreements previously entered into by each of Mr. Buchband and Mr. McGinnis, which expired on November 8, 2021, for Mr. Buchband and is set to expire for Mr. McGinnis on December 12, 2021. The new letter agreements expire on the first to occur of (1) the date two years after the occurrence of a change of control of the Company or (2) November 12, 2024, if no such change of control occurs before November 12, 2024. Aside from the new term, the letter agreements are in substantially the same form as the severance agreements they replace.
Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On November 12, 2021, the Company made an administrative amendment to Section 3.2(d) of Article II of the Company’s Amended and Restated Bylaws (the “Amendment”) to reflect the change in the name of the Nominating and Governance Committee to the Governance and Sustainability Committee. The effective date of the Amendment is November 12, 2021.
The preceding description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events
On November 12, 2021, the Board of Directors of the Company declared a semi-annual dividend of $1.26 per share. The dividend will be paid on December 15, 2021, to shareholders of record as of the close of business on December 1, 2021. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Exhibits
Exhibit No. |
Description |
3.1 |
Text of Amendment to the ManpowerGroup Inc. Amended and Restated By-Laws |
10.1 |
Letter Agreement dated November 12, 2021, between the Company and John (“Jack”) McGinnis |
10.2 |
Letter Agreement dated November 12, 2021, between the Company and Richard Buchband |
99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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MANPOWERGROUP INC. |
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Dated: November 12, 2021 |
By: |
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/s/ Richard Buchband |
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Name: |
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Richard Buchband |
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Title: |
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Senior Vice President, General Counsel and Secretary |