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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-16 · 54 added, 33 removed, 128 unchanged (40% of the section changed)

1 unchanged sentence

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 the issuer in the reports that it files or submits 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.

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 that we file or submit 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 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.

19 unchanged sentences

(a) Executive Officers.

Reference is made to “Executive Officers of ManpowerGroup” in Part I after Item 4.

Reference is made to “Information about out Executive Officers” 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 2, 2025 under the caption “Election of Directors,” which information is hereby incorporated herein by reference.

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

Ferraro, chair of the audit committee and Paul Read, are “audit committee financial experts.” Mr.

Ferraro and Mr.

5 unchanged sentences

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.

(f) Insider Trading Policy.

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2025 under the caption “Our Insider Trading Policy Prohibits Hedging, Pledging and Short-Sale Transactions.”

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 3, 2024, under the captions "Compensation Discussion and Analysis," "Compensation Tables," "CEO Pay Ratio;" and "Pay vs.

Performance" and under the caption “People, Culture and 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.

The information required by this Item is set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 2, 2025, under the captions "Compensation Discussion and Analysis," "Compensation Tables," "Compensation Policies and Practices as they Relate to Risk Management," "CEO Pay Ratio," “People, Culture and Compensation Committee Interlocks and Insider Participation;” and “Report of the People, Culture and Compensation Committee of the Board of Directors,” and "Equity Grant and Approval Timing Practices", which information is hereby incorporated herein by reference.

Security Ownership of Certain Beneficial Ow ners and Management and Related Shareholder Matters

2 unchanged sentences

Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

as of December 31, 2023 (1)

Weighted-average exercise price of outstanding options, warrants and rights

securities to be

options, warrants

and rights as

of December 31,

Weighted-average

exercise price

of outstanding

options, warrants

and rights as

of December 31,

Weighted-average

contractual term

of outstanding

options, warrants

and rights as

of December 31,

Number of securities

remaining available

for future issuance

compensation plans

as of December 31, 2024

Weighted-average contractual term of outstanding options, warrants and rights

as of December 31, 2023 (years)

Number of securities remaining available for future issuance under equity compensation plans as of December 31, 2023

(excluding securities reflected in the first column) (2)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(1) Represents maximum number of shares to be awarded under best-case target, excluding dividend equivalents.

(excluding securities

reflected in the first

Equity compensation plans approved

by security holders

Equity compensation plans not approved

by security holders

(a) Represents maximum number of shares to be awarded under best-case target, excluding dividend equivalents.

Current estimate is 575,659 shares less than maximum.

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

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

2011 Equity Incentive Plan - 2,721,487 shares;

17 unchanged sentences

For the years ended December 31, 2024, 2023 and 2022, in millions:

Allowance for Doubtful Accounts:

Allowance for Expected Credit Losses:

Bad Debt Expense

Reclassifications

Valuation Allowance for Deferred Tax Assets:

Charged to Income Tax Expense (Benefit)

Charged to Other Accounts (a)

(c) Reflects other increases (decreases) to our valuation allowance that did not impact total tax expense, including the effects of currency and other comprehensive income (loss).

(a)(3) Exhibits.

5 unchanged sentences

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.

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.

6 unchanged sentences

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.**

Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors Under the 2011 Equity Incentive Plan (Amended and Restated January 1, 2024).

Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors Under the 2011 Equity Incentive Plan (Amended and Restated January 1, 2024), incorporated by reference to Exhibit 10.6(a) of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.

ManpowerGroup Inc.

Compensation for Non-Employee Directors (Amended and Restated Effective January 1, 2024).

incorporate by reference to Exhibit 10.6(b) of the Company's Annual Report on Form 10-K for the year ended December 31, 2023.**

Letter Agreement between Jonas Prising and the Company dated as of February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Letter Agreement between Richard Buchband and the Company as of February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

Transition Agreement between Richard Buchband and the Company as of December 17, 2024.

2011 Equity Incentive Plan of Manpower Inc.

6 unchanged sentences

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.

Form of 2024 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, 2024.

Letter Agreement between Michelle S.

2 unchanged sentences

McGinnis and the Company dated February 17, 2023, incorporated by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

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.

ManpowerGroup Inc.

Annual Incentive Plan, incorporated by reference to the Company's Current Report on Form 8-K dated February 15, 2018.

Insider Trading Policy.

Subsidiaries of the Company.

7 unchanged sentences

McGinnis, Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C.

Senior Executive Compensation Recovery Policy **

Senior Executive Compensation Recovery Policy, incorporated by reference to Exhibit 97 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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.

12 unchanged sentences

/s/ Jonas Prising

Jonas Prising

Chairman, Chief Executive Officer and a Director

(Principal Executive Officer)

February 19, 2025

Jonas Prising

(Principal Executive Officer)

Executive Vice President and Chief Financial Officer

February 19, 2025

(Principal Financial Officer)

/s/ Eric Rozek

Vice President and Global Controller

February 19, 2025

/s/ Donald Mondano

Donald Mondano

Senior Vice President, Global Controller and Treasurer

(Principal Accounting Officer)

February 16, 2024

Jean-Philippe Courtois, William Downe, John F.

Jean-Philippe Courtois, John F.

Ferraro, William P.

3 unchanged sentences

Sartain, and Michael J.

/s/ Richard Buchband

Richard Buchband

John McGinnis

Attorney-In-Fact*

2 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