What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-17 compared with 2022-02-18 · 28 added, 27 removed, 161 unchanged (25% of the section changed)

6 unchanged sentences

Based on that evaluation, our Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

The internal control over financial reporting for the ettain group business was excluded from the evaluation the effectiveness of our disclosure controls and procedures as of December 31, 2021 because it was acquired in a purchase business combination on October 1, 2021.

The total assets and total revenues acquired in the acquisition of ettain group represent approximately 10% and 1%, respectively, of the related consolidated financial amounts as of and for the fiscal year ended December 31, 2021.

Management Report on Internal Control over Financial Reporting

7 unchanged sentences

Based on our evaluation we have concluded that our internal control over financial reporting was effective as of December 31, 2022.

Our evaluation of the effectiveness of the internal control over financial reporting as of December 31, 2021 did not include an evaluation of the internal control over financial reporting of the ettain business.

We excluded ettain from our assessment of internal control over financial reporting as of December 31, 2021 because it was acquired in a purchase business combination on October 1, 2021.

The total assets and total revenues acquired in the acquisition of ettain represent approximately 10% and 1%, respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended December 31, 2021.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which appears herein.

2 unchanged sentences

Othe r Information

On February 17, 2023, ManpowerGroup Inc.

(the “Company”) entered into a letter agreement with each of Jonas Prising, John (“Jack”) McGinnis, Michelle S.

Nettles and Richard Buchband that provides for severance and other post-employment benefits and contains certain post-employment restrictive covenants.

The letter agreements replace similar severance agreements previously entered into by each of Messrs.

Prising, McGinnis and Buchband and Ms.

The new letter agreements expire on the first to occur of (1) the date two years after the occurrence of a change of control of the Company or (2) February 28, 2026, if no such change of control occurs before February 28, 2026.

Aside from the new term, the letter agreements are in substantially the same form as the severance agreements they replace.

The foregoing description of the letter agreements is qualified in its entirety by reference to the compensation agreements and severance agreements and compensation agreements filed herewith as exhibits 10.6 (a), 10.8 (b), 10.8 (a) and 10.6(d), which are incorporated by reference to this report.

Disclos ure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

6 unchanged sentences

which information is hereby incorporated herein by reference.

Boswell, John F.

Ferraro and Paul Read, chair of the audit committee, is an “audit committee financial expert.”

Ferraro and Mr.

Read are all “independent”

Read are both “independent”

as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.

6 unchanged sentences

Execut ive Compensation

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 6, 2022, under the captions "Compensation Discussion and Analysis," "Compensation Tables" and "CEO Pay Ratio;" under the caption “Compensation Committee Interlocks and Insider Participation;”

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 5, 2023, under the captions "Compensation Discussion and Analysis," "Compensation Tables," "CEO Pay Ratio;" and "Pay vs.

Performance" under the caption “Compensation Committee Interlocks and Insider Participation;”

and under the caption “Report of the People, Culture and Compensation Committee of the Board of Directors,”

17 unchanged sentences

(1) Includes the number of shares remaining available for future issuance under the following plans:

1990 Employee Stock Purchase Plan –

45,635 shares;

Savings Related Share Option Scheme –

586,941 shares;

and 2011 Equity Incentive Plan –

2011 Equity Incentive Plan - 3,326,258 shares;

and Savings Related Share Option Scheme –

570,257 shares.

32 unchanged sentences

Amended and Restated Articles of Incorporation of ManpowerGroup Inc., incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.

Text of Amendments to the ManpowerGroup Inc.

Amended and Restated By-laws, incorporated by reference to the Company’s Current Report on Form 8-K dated November 12, 2021.

Amended and Restated By-laws of ManpowerGroup Inc., as amended through November 12, 2021 (complete version).

Amended and Restated By-laws of ManpowerGroup Inc., incorporated by reference to the Company's Current Report on Form 8-K dated August 5, 2022.

Fiscal and Paying Agency Agreement between the Company and Citibank, N.A., London Branch as Fiscal Agent, Principal Paying Agent and Registrar and Transfer Agent, dated as of June 22, 2018 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Current Report on Form 8-K dated June 22, 2018.

Fiscal and Paying Agency Agreement between the Company and Citibank, N.A., as Fiscal Agent, Principal Paying Agent and Registrar and Transfer Agent, dated as of September 11, 2015 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Current Report on Form 8-K dated September 11, 2015.

Fiscal and Paying Agency Agreement between the Company and Citibank, N.A., as Fiscal Agent, Principal Paying Agent and Registrar and Transfer Agent, dated as of June 30, 2022 (including the form of Note attached thereto as Schedule I), incorporated by reference to the Company’s Current Report on Form 8-K dated June 30, 2022.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Amended and Restated Five-Year Credit Agreement dated as of June 18, 2018 among the Company, a syndicate of lenders and Citibank, N.A., as Administrative Agent, incorporated by reference to the Company’s Current Report on Form 8-K dated June 22, 2018.

Credit Agreement dated as of May 27, 2022 among the Company, a syndicate of lenders and JPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to the Company’s Current Report on Form 8-K dated May 27, 2022.

Manpower Savings Related Share Option Scheme incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

3 unchanged sentences

Compensation for Non-Employee Directors (Amended and Restated Effective January 1, 2022.

Severance Agreement between Jonas Prising and the Company dated as of February 14, 2020, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

Severance Agreement dated November 12, 2021 between the Company and Richard Buchband, incorporated by reference to the Company's Current Report on Form 8-K for the quarter ended November 12, 2021.**

incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2021.

Letter Agreement between Jonas Prising and the Company dated as of February 17, 2023 **

Letter Agreement between Richard Buchband and the Company as of February 17, 2023.

2011 Equity Incentive Plan of Manpower Inc.

9 unchanged sentences

Form of 2021 Special Performance Share Unit Agreement Under the 2011 Equity Incentive Plan of ManpowerGroup Inc., incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the Quarter ended March 31, 2021.

Severance Agreement between Michelle S.

Nettles and the Company dated as of August 14, 2019, incorporated by reference to the Company's Current Report on Form 10-K for the year ended December 31, 2020.**

Severance Agreement between John T.

McGinnis and the Company dated November 12, 2021, incorporated by reference to the Company's Current Report on Form 8-K dated November 12, 2021.

Form of 2022 Performance Share Unit Agreement Under the 2011 Equity Inventive Plan of ManpowerGroup Inc., incorporated by reference to the Company's Quarterly Report on Form 10-Q for the Quarter ended March 31, 2022.

Letter Agreement between Michelle S.

Nettles and the Company dated as of February 17, 2023.

Letter Agreement between John T.

McGinnis and the Company dated February 17, 2023.

Employee Agreement between John T.

McGinnis and the Company dated as of November 17, 2015, incorporated by reference to the Company's Current Report on Form 8-K dated January 28, 2016.

40 unchanged sentences

February 17, 2023

Boswell, Jean-Philippe Courtois, William Downe, John F.

Jean-Philippe Courtois, William Downe, John F.

Ferraro, William P.

1 unchanged sentence

Hemingway Hall, Julie M.

Howard, Ulice Payne, Jr., Paul Read, Elizabeth P.

Howard, Muriel Pénicaud, Ulice Payne, Jr., Paul Read, Elizabeth P.

Sartain, and Michael J.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures