ManpowerGroup Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain a set of disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports filed by us under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at a reasonable assurance level pursuant to Rule 13a-15 of the Exchange Act. 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. Management Report on Internal Control over Financial Reporting We are responsible for establishing and maintaining effective internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including our Chief Executive Officer and our Executive Vice President and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on our evaluation we have concluded that our internal control over financial reporting was effective as of December 31, 2022. 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. 98 Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. 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. Nettles. 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. Item 9C. Disclos ure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 99 PART III Item 10. Directors, Executive Of ficers and Corporate Governance (a) Executive Officers. Reference is made to “Executive Officers of ManpowerGroup” in Part I after Item 4. (b) Directors. 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 caption “Election of Directors,” which information is hereby incorporated herein by reference. (c) The board of directors has determined that each of John F. Ferraro and Paul Read, chair of the audit committee, is an “audit committee financial expert.” Mr. Ferraro and Mr. Read are both “independent” as that term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. (d) Audit Committee. 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 caption “Election of Directors - Meetings and Committees of the Board,” which information is hereby incorporated herein by reference. (e) We have adopted a Code of Business Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller. We have posted the Code on our Internet website at www.manpowergroup.com. We intend to satisfy our disclosure requirements under Item 5.05 of Form 8-K, regarding any amendments to, or waiver of, a provision of our Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and controller or our directors by posting such information at this location on our website. Item 11. 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 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,” which information is hereby incorporated herein by reference. 100 Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Shareholder Matters 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 caption “Security Ownership of Certain Beneficial Owners,” and under the caption “Beneficial Ownership of Directors and Executive Officers,” which information is hereby incorporated herein by reference. The following table sets forth information as of December 31, 2022 about our shares of common stock outstanding and available for issuance under our existing equity compensation plans. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights as of December 31, 2022 Weighted-average exercise price of outstanding options, warrants and rights as of December 31, 2022 ($) Weighted-average contractual term of outstanding options, warrants and rights as of December 31, 2022 (years) Number of securities remaining available for future issuance under equity compensation plans as of December 31, 2022 (excluding securities reflected in the first column) (1) Equity compensation plans approved by security holders 2,034,090 89.04 3.1 3,896,515 Equity compensation plans not approved by security holders — — — — Total 2,034,090 89.04 3.1 3,896,515 (1) Includes the number of shares remaining available for future issuance under the following plans: 2011 Equity Incentive Plan - 3,326,258 shares; and Savings Related Share Option Scheme – 570,257 shares. Item 13. Certain Relationships and Relate d Transactions, and Director Independence 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 caption “Board Independence and Related Party Transactions” and “Meetings and Committees of the Board,” which information is hereby incorporated herein by reference. Item 14. Principal Accou nting Fees and Services 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 “Fees Billed by Deloitte & Touche” and “Independent Auditor Services Policy” in the Audit Committee Report, which information is hereby incorporated herein by reference. 101 PART IV Item 15. Exhibits an d Financial Statement Schedules. (a)(1) Financial Statements. Page Number Consolidated Financial Statements: Report of Independent Registered Public Accounting Firm 52 Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020 55 Consolidated Statements of Comprehensive Income for the years ended December 31, 2022, 2021 and 2020 55 Consolidated Balance Sheets as of December 31, 2022 and 2021 56 Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 57 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2022, 2021 and 2020 58 Notes to Consolidated Financial Statements 59 (a)(2) Financial Statement Schedule. SCHEDULE II—Valuation and Qualifying Accounts For the years ended December 31, 2022, 2021 and 2020, in millions: Allowance for Doubtful Accounts: Balance at Beginning of Year Provisions Charged to Earnings Write-Offs Translation Adjustments Reclassifications and Other Balance at End of Year 2022 $ 121.6 $ 6.2 $ ( 12.4 ) $ ( 5.8 ) $ ( 0.3 ) $ 109.3 2021 128.1 17.9 ( 17.7 ) ( 6.5 ) ( 0.2 ) 121.6 2020 113.5 20.3 ( 17.8 ) 8.1 4.0 128.1 (a)(3) Exhibits. See (c) below. Pursuant to Regulation S-K, Item 601(b)(4)(iii), ManpowerGroup Inc. hereby agrees to furnish to the Commission, upon request, a copy of each instrument and agreement with respect to long-term debt of ManpowerGroup Inc. and its consolidated subsidiaries which does not exceed 10 percent of the total assets of ManpowerGroup Inc. and its subsidiaries on a consolidated basis. 102 (c) Exhibits. 2.1 Equity Purchase and Merger Agreement, dated as of August 23,2021, by and among AMCP Staffing Holdings, LP, AMCP II Staffing Corp Holdings Holdco, LLC, solely in its capacity as the representative of the seller entities, AMCP Staffing Holdings GP, LLC, ManpowerGroup Global Inc., Longhorn 2021 LP and solely for the purposes of section 10.20 thereof, ManpowerGroup Inc., incorporated by reference to the Company’s Current Report on Form 8-K dated August 24, 2021. 3.1 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. 3.2 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. 4.1 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. 4.2 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. 4.3 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. 10.1 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. 10.2 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. ** 10.3 Manpower 1990 Employee Stock Purchase Plan (Amended and Restated effective April 26, 2005), incorporated by reference to the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders.** 10.6(a) Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors Under the 2011 Equity Incentive Plan (Amended and Restated January 1, 2020), incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2019 ** 10.6(b) ManpowerGroup Inc. Compensation for Non-Employee Directors (Amended and Restated Effective January 1, 2022. incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2021. ** 10.6(c) Letter Agreement between Jonas Prising and the Company dated as of February 17, 2023 ** 10.6(d) Letter Agreement between Richard Buchband and the Company as of February 17, 2023. ** 10.6(e) 2011 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective May 8, 2020), incorporated by reference to the Company’s Registration Statement on Form S-8 dated May 29, 2020. ** 10.6(f) Form of Indemnification Agreement, incorporated by reference to the Company’s Current Report on Form 8-K dated October 31, 2006. 10.7(a) Form of Stock Option Agreement under 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019. ** 10.7(b) Form of Restricted Stock Unit Agreement under 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012. ** 10.7(c) Form of 2014 Career Share Agreement under the 2011 Equity Incentive Plan, incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014. ** 103 10.7 (d) Form of 2019 Performance Share Unit Agreement under 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, 2019. ** 10.7(e) 2019 Restricted Stock Unit Agreement, under the 2011 Equity Incentive Plan of ManpowerGroup Inc., dated as of August 14, 2019 between Michelle S. Nettles and the Company and incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. ** 10.7(f) Form of 2021 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. 10.7(g) 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. 10.7(h) 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. 10.8(a) Letter Agreement between Michelle S. Nettles and the Company dated as of February 17, 2023. ** 10.8(b) Letter Agreement between John T. McGinnis and the Company dated February 17, 2023. ** 10.8(c) 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. ** 10.9 ManpowerGroup Inc. Annual Incentive Plan, incorporated by reference to the Company's Current Report on Form 8-K dated February 15, 2018. ** 21 Subsidiaries of the Company. 23.1 Consent of Deloitte & Touche LLP. 24 Power of Attorney. 31.1 Certification of Jonas Prising, Chief Executive Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934. 31.2 Certification of John T. McGinnis, Executive Vice President and Chief Financial Officer, pursuant to Section 13a-14(a) of the Securities Exchange Act of 1934. 32.1 Statement of Jonas Prising, Chief Executive Officer, pursuant to 18 U.S.C. ss. 1350. 32.2 Statement of John T. McGinnis, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. ss. 1350. 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 has been formatted in Inline XBRL (Inline Extensible Business Reporting Language). 104 ** Management contract or compensatory plan or arrangement. Item 16. Form 10-K summary Not applicable. 105 SIGNA TURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MANPOWERGROUP INC. By: /s/ Jonas Prising Jonas Prising Chairman and Chief Executive Officer Date: February 17, 2023 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Jonas Prising Jonas Prising Chairman, Chief Executive Officer and a Director (Principal Executive Officer) February 17, 2023 /s/ John T. McGinnis John T. McGinnis Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 17, 2023 /s/ Donald Mondano Donald Mondano Senior Vice President, Global Controller and Treasurer (Principal Accounting Officer) February 17, 2023 Directors: Jean-Philippe Courtois, William Downe, John F. Ferraro, William P. Gipson, Patricia A. Hemingway Hall, Julie M. Howard, Muriel Pénicaud, Ulice Payne, Jr., Paul Read, Elizabeth P. Sartain, and Michael J. Van Handel By: /s/ Richard Buchband Richard Buchband Attorney-In-Fact* Date: February 17, 2023 * Pursuant to authority granted by powers of attorney, copies of which are filed herewith. 106