UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2016
MANPOWERGROUP INC.
(Exact name of registrant as specified in its charter)
| Wisconsin | 1-10686 | 39-1672779 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 100 Manpower Place | |
| Milwaukee, Wisconsin | 53212 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (414) 961-1000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
Item 5.07 Submission of Matters to a Vote of Security Holders
At our 2016 Annual Meeting, our shareholders voted on proposals to: (1) elect twelve individuals nominated by the Board of Directors of the Company to serve until 2017; (2) re-approve the material terms of the performance goals under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan; (3) re-approve the material terms of the performance goals under the 2011 Equity Incentive Plan of ManpowerGroup Inc.; (4) ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2016; and (5) provide an advisory vote on the compensation of our named executive officers. The final voting results on these proposals are as follows:
| Broker | |||||||||||||
| For | Against | Abstain | Non-Votes | ||||||||||
| 1. a) Election of Gina R. Boswell | 61,055,651 | 378,917 | 6,406 | 4,701,549 | |||||||||
| b) Election of Cari M. Dominguez | 61,401,818 | 32,376 | 6,780 | 4,701,549 | |||||||||
| c) Election of William Downe | 61,097,921 | 336,338 | 6,715 | 4,701,549 | |||||||||
| d) Election of John F. Ferraro | 61,322,019 | 112,127 | 6,828 | 4,701,549 | |||||||||
| e) Election of Patricia Hemingway Hall | 61,111,201 | 323,359 | 6,414 | 4,701,549 | |||||||||
| f) Election of Roberto Mendoza | 60,742,316 | 690,903 | 7,755 | 4,701,549 | |||||||||
| g) Election of Ulice Payne, Jr. | 60,883,047 | 550,976 | 6,951 | 4,701,549 | |||||||||
| h) Election of Jonas Prising | 59,387,240 | 1,684,983 | 368,751 | 4,701,549 | |||||||||
| i) Election of Paul Read | 61,111,500 | 322,277 | 7,197 | 4,701,549 | |||||||||
| j) Election of Elizabeth P. Sartain | 61,401,831 | 32,663 | 6,480 | 4,701,549 | |||||||||
| k) Election of John R. Walter | 60,996,652 | 435,861 | 8,461 | 4,701,549 | |||||||||
| l) Election of Edward J. Zore | 60,874,674 | 556,934 | 9,366 | 4,701,549 | |||||||||
| 2. Re-approval of the material terms of the performance goals under the ManpowerGroup Inc. Corporate Senior Management Annual Incentive Pool Plan | 60,580,286 | 830,578 | 30,110 | 4,701,549 | |||||||||
| 3. Re-approval of the material terms of the performance goals under the 2011 Equity Incentive Plan of ManpowerGroup Inc. | 60,224,975 | 1,185,521 | 30,478 | 4,701,549 | |||||||||
| 4. Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2016 | 65,737,485 | 370,233 | 34,806 | 0 | |||||||||
| 5. Advisory vote on the compensation of our named executive officers | 60,364,175 | 1,041,495 | 35,304 | 4,701,549 | |||||||||
Item 8.01 Other Events
On May 3, 2016 we issued a press release announcing that our Board of Directors declared a semi-annual dividend of $0.86 per share. The dividend will be paid on June 15, 2016 to shareholders of record as of the close of business on June 1, 2016. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release dated May 3, 2016 |
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.
MANPOWERGROUP INC. | ||||
| Dated: May 3, 2016 | By: | /s/ Richard Buchband | ||
| Name: | Richard Buchband | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
Exhibit Index
| 99.1 | Press Release dated May 3, 2016 |