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 2, 2017
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders
At our 2017 Annual Meeting, our shareholders voted on proposals to: (1) elect thirteen individuals nominated by the Board of Directors of the Company to serve until 2018; (2) ratify the appointment of Deloitte & Touche LLP as our independent auditors for 2017; (3) provide an advisory vote on the compensation of our named executive officers; and (4) provide an advisory vote on the frequency of the 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 | 55,601,828 | 72,028 | 41,947 | 2,892,057 | ||||||
| b) Election of Cari M. Dominguez | 55,570,747 | 103,614 | 41,442 | 2,892,057 | ||||||
| c) Election of William Downe | 55,556,105 | 113,710 | 45,988 | 2,892,057 | ||||||
| d) Election of John F. Ferraro | 55,615,316 | 54,727 | 45,760 | 2,892,057 | ||||||
| e) Election of Patricia Hemingway Hall | 55,628,692 | 46,046 | 41,065 | 2,892,057 | ||||||
| f) Election of Julie M. Howard | 47,089,130 | 8,585,786 | 40,887 | 2,892,057 | ||||||
| g) Election of Roberto Mendoza | 55,630,695 | 38,974 | 46,134 | 2,892,057 | ||||||
| h) Election of Ulice Payne, Jr. | 53,927,519 | 1,743,141 | 45,143 | 2,892,057 | ||||||
| i) Election of Jonas Prising | 51,539,604 | 2,427,523 | 1,748,676 | 2,892,057 | ||||||
| j) Election of Paul Read | 55,619,188 | 50,864 | 45,751 | 2,892,057 | ||||||
| k) Election of Elizabeth P. Sartain | 55,596,669 | 78,240 | 40,894 | 2,892,057 | ||||||
| l) Election of John R. Walter | 55,077,166 | 592,910 | 45,727 | 2,892,057 | ||||||
| m) Election of Edward J. Zore | 54,633,515 | 1,036,622 | 45,666 | 2,892,057 | ||||||
| 2. Ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 2017 | 57,981,328 | 588,618 | 37,914 | — | ||||||
| 3. Advisory vote on the compensation of our named executive officers | 50,725,116 | 4,927,333 | 63,354 | 2,892,057 | ||||||
| Broker | ||||||||||
| 1 Year | 2 Years | 3 Years | Abstain | Non-Votes | ||||||
| 4. Advisory vote on the frequency of the advisory vote on the compensation of our named executive officers | 46,920,175 | 15,273 | 8,739,851 | 40,504 | 2,892,057 | |||||
Item 8.01 Other Events
On May 2, 2017 we issued a press release announcing that our Board of Directors declared a semi-annual dividend of $0.93 per share. The dividend will be paid on June 15, 2017 to shareholders of record as of the close of business on June 1, 2017. 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 2, 2017 |
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 2, 2017 | By: | /s/ Richard Buchband |
| Name: | Richard Buchband | |
| Title: | Senior Vice President, General Counsel and Secretary | |
Exhibit Index
| 99.1 | Press Release dated May 2, 2017 |