ManpowerGroup (MAN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 8, 2026, and will be held virtually, with shareholders voting on six proposals, including director elections, auditor ratification, executive compensation, amendments to the articles of incorporation, and the equity incentive plan.

• Proxy materials are available online, and shareholders can vote via internet, phone, mail, or QR code.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of ten directors, (2) ratification of Deloitte & Touche LLP as independent auditors for 2026, (3) advisory approval of executive compensation, (4) amendment to allow removal of directors with or without cause, (5) amendment and restatement of the Equity Incentive Plan, and (6) other business.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of ten nominees with diverse backgrounds: 30% women, 20% ethnically diverse, and 40% born outside the U.S.

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

• Directors are elected annually by majority vote; a retirement age of 75 is in place.

• The board is committed to regular refreshment, with three new directors added since 2020.

• Lead director and chair roles are separated, with Julie Howard serving as lead director and Jonas Prising as chair and CEO.