ManpowerGroup (MAN) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 2, 2025, with virtual participation and voting options available for shareholders as of February 21, 2025.

• Shareholders will vote on the election of ten directors, ratification of Deloitte & Touche LLP as independent auditors, and an advisory say-on-pay vote for executive compensation.

• The board emphasizes diversity, tenure balance, and global experience among its nominees, with 30% board refreshment in the past five years and a mix of gender, race, and international backgrounds.

• Executive compensation is performance-based, with 2024 payouts below target due to challenging market conditions, and changes to incentive structures planned for 2025.

Voting matters and shareholder proposals

• Proposals include electing ten directors, ratifying Deloitte & Touche LLP as auditors for 2025, and an advisory vote on executive compensation.

• Shareholder proposals and nominations must follow specific advance notice and disclosure requirements.

• Voting standards require a majority of votes cast for approval; abstentions and broker non-votes are not counted as votes cast.

Board of directors and corporate governance

• The board consists of ten members post-2025 meeting, with a retirement age of 75 and annual elections.

• Board leadership structure includes a combined Chair/CEO role and an independent Lead Director with defined oversight responsibilities.

• Committees include Audit, People, Culture and Compensation, and Governance and Sustainability, each with defined charters and independent membership.

• Annual board and committee evaluations are conducted with third-party consultants, and director education is ongoing.