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): October 27, 2009
MANPOWER
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
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:
|
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
Soliciting
material pursuant to Rule 14a-12 under the Securities Act (17 CFR
240.14a-12)
|
|
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|
Item
8.01.
|
Other
Events.
|
|
Adoption of Majority
Voting in Uncontested Elections of
Directors
|
On
October 27, 2009, the Board of Directors of Manpower Inc. (the “Company”)
approved the adoption of majority voting in uncontested elections of directors.
In order to apply this standard to the election of directors at the Company’s
2010 annual shareholders meeting, the Board adopted a Corporate Governance
Guideline that implements majority voting. The Board of Directors also adopted
amendments to the Company’s Amended and Restated Articles of Incorporation (the
“Articles”) and Amended and Restated By-Laws (the “By-Laws”) providing for
majority voting and intends to submit these amendments for approval by the
Company’s shareholders at the 2010 annual meeting. If approved by the
shareholders, these amendments will supersede the Corporate Governance Guideline
and apply to director elections following the 2010 annual meeting.
The
Company’s majority voting standard requires that a director receiving less than
a majority of votes cast in an uncontested election promptly submit a
resignation to the Company’s Nominating and Governance Committee. The Committee
will make a recommendation to the Board of Directors as to whether the
resignation should be accepted. Within 90 days of the announcement of the
results of the election, the Board will decide whether to accept or reject the
director’s resignation and will publicly disclose its decision and the rationale
behind the decision. If the proposed amendments to the Articles and By-Laws are
adopted, the Board will have the authority to eliminate the position of a
director who fails to promptly submit a resignation upon receiving less than a
majority of votes cast in an uncontested election. Due to constraints under the
existing Articles and By-Laws and Wisconsin law, the majority voting Corporate
Governance Guideline does not grant similar authority to the Board.
SIGNATURES
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.
|
MANPOWER
INC.
|
||||
|
Dated: November
10, 2009
|
By:
|
/s/
Kenneth C. Hunt
|
||
|
Kenneth
C. Hunt
Senior
Vice President, General Counsel and Secretary
|