ManpowerGroup (MAN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 8, 2026, and will be held virtually, with shareholders able to vote online, by phone, mail, or QR code.

• Key proposals include election of ten directors, ratification of Deloitte & Touche LLP as auditors, advisory vote on executive compensation, amendment to allow director removal with or without cause, and approval of an amended equity incentive plan.

• The proxy statement details board composition, director qualifications, compensation, and governance practices, as well as ESG initiatives and risk oversight.

Voting matters and shareholder proposals

• Shareholders will vote on six proposals: election of directors, auditor ratification, say-on-pay, amendment to permit director removal with or without cause, amendment and restatement of the equity incentive plan, and other business.

• The board recommends voting FOR all proposals.

• The amendment to the articles of incorporation would allow removal of directors with or without cause by a two-thirds shareholder vote.

• The amended equity incentive plan increases available shares by 1,100,000, extends plan duration, and updates governance provisions.

Board of directors and corporate governance

• The board consists of ten members, with 90% independence and a diversity of gender, ethnicity, and international experience.

• 30% of directors are women, 20% are ethnically diverse, and 40% were born outside the U.S.

• The board is led by a combined Chair/CEO and an independent Lead Director, with regular board and committee evaluations and director education.

• Committees include Audit, People, Culture and Compensation, and Governance and Sustainability, each with defined oversight roles.

• Directors are subject to stock ownership guidelines and prohibited from hedging, pledging, or short-selling company securities.