<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Manpower Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
MANPOWER INC.
5301 NORTH IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1999
To the Shareholders of Manpower Inc.:
The 1999 Annual Meeting of Shareholders of Manpower Inc. (the "Company")
will be held at the Bradley Pavilion of the Marcus Center for the Performing
Arts, 929 North Water Street, Milwaukee, Wisconsin, on April 26, 1999 at 10
a.m., local time, for the following purposes:
(1) To elect two directors to serve until 2002 as Class III directors;
(2) To increase the number of shares authorized for issuance under the 1994
Executive Stock Option and Restricted Stock Plan of Manpower Inc.;
(3) To ratify the appointment of Arthur Andersen LLP as the Company's
independent auditors for 1999; and
(4) To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on February 22, 1999 are
entitled to notice of and to vote at the Annual Meeting and at all adjournments
thereof.
HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES MUST BE PRESENT IN PERSON
OR BY PROXY IN ORDER FOR THE ANNUAL MEETING TO BE HELD. THEREFORE, SHAREHOLDERS
ARE URGED TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
ENVELOPE WHETHER OR NOT THEY EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON. IF
YOU ATTEND THE ANNUAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY
DO SO BY REVOKING YOUR PROXY AT ANY TIME PRIOR TO THE VOTING THEREOF.
Michael J. Van Handel, Secretary
March 30, 1999
<PAGE> 3
MANPOWER INC.
5301 NORTH IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
MARCH 30, 1999
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of Manpower Inc.
(the "Company") for use at the Annual Meeting of Shareholders to be held at 10
a.m., local time, on April 26, 1999, or at any postponement or adjournment
thereof (the "Annual Meeting"), for the purposes set forth herein and in the
accompanying Notice of Annual Meeting of Shareholders. The Annual Meeting will
be held at the Bradley Pavilion of the Marcus Center for the Performing Arts,
929 North Water Street, Milwaukee, Wisconsin.
The expenses of printing and mailing proxy material, including expenses
involved in forwarding material to beneficial owners of stock, will be borne by
the Company. No solicitation other than by mail is contemplated, except that
officers or employees of the Company or its subsidiaries may solicit the return
of proxies from certain shareholders by telephone. In addition, the Company has
retained Georgeson & Company Inc. to assist in the solicitation of proxies for a
fee of approximately $7,000 plus expenses.
Only shareholders of record at the close of business on February 22, 1999
(the "Record Date") are entitled to notice of and to vote the shares of common
stock, $.01 par value (the "Common Stock"), of the Company registered in their
name at the Annual Meeting. As of the Record Date, the Company had outstanding
79,140,159 shares of its Common Stock. The presence, in person or by proxy, of a
majority of the shares of the Common Stock outstanding on the Record Date will
constitute a quorum at the Annual Meeting. Abstentions and broker non-votes
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owners or other persons entitled to
vote shares as to a matter with respect to which brokers or nominees do not have
discretionary power to vote) will be treated as present for purposes of
determining the quorum. Broker non-votes will not be counted as voting on any
matter at the Annual Meeting. Each share of Common Stock entitles its holder to
cast one vote on each matter to be voted upon at the Annual Meeting.
This Proxy Statement, Notice of Meeting and the accompanying proxy card,
together with the Company's Annual Report to Shareholders, including financial
statements for its fiscal year ended December 31, 1998, are being mailed to
shareholders of the Company commencing on or about March 30, 1999.
IF THE ACCOMPANYING PROXY CARD IS PROPERLY SIGNED AND RETURNED TO THE
COMPANY AND NOT REVOKED, IT WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS
CONTAINED THEREIN. EACH SHAREHOLDER MAY REVOKE A PREVIOUSLY GRANTED PROXY AT ANY
TIME BEFORE IT IS EXERCISED BY WRITTEN NOTICE OF REVOCATION OR BY SUBMITTING A
DULY EXECUTED PROXY BEARING A LATER DATE TO THE SECRETARY OF THE COMPANY.
ATTENDANCE AT THE ANNUAL MEETING WILL NOT, IN ITSELF, CONSTITUTE REVOCATION OF A
PROXY. UNLESS OTHERWISE DIRECTED, ALL PROXIES WILL BE VOTED FOR THE ELECTION OF
EACH OF THE INDIVIDUALS NOMINATED TO SERVE AS CLASS III DIRECTORS BY THE BOARD
OF DIRECTORS, FOR THE INCREASE IN SHARES AUTHORIZED UNDER THE 1994 EXECUTIVE
STOCK OPTION AND RESTRICTED STOCK PLAN OF MANPOWER INC., FOR RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
1999, AND AS RECOMMENDED BY THE BOARD OF DIRECTORS WITH REGARD TO ALL OTHER
MATTERS OR, IF NO SUCH RECOMMENDATION IS GIVEN, IN THEIR OWN DISCRETION.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table lists as of the Record Date information as to the
persons believed by the Company to be beneficial owners of more than 5% of its
outstanding Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNERS BENEFICIAL OWNERSHIP CLASS(1)
------------------- -------------------- ----------
<S> <C> <C>
Montag & Caldwell, Inc.................................. 10,076,978(2) 12.7%
1100 Atlanta Financial Center
3343 Peachtree Road, N.E
Atlanta, Georgia 30326
Pacific Financial Research.............................. 7,040,400(3) 8.9%
9601 Wilshire Boulevard, Suite 800
Beverly Hills, California 90210
State Farm Mutual Automobile Insurance Company.......... 6,160,000(4) 7.8%
One State Farm Plaza
Bloomington, Illinois 61710
Trimark Financial Corporation........................... 5,949,600(5) 7.5%
One First Canadian Place, Suite 5600
P.O. Box 487
Toronto, Ontario M5X 1E5
Canada
FMR Corp................................................ 5,086,400(6) 6.4%
82 Devonshire Street
Boston, Massachusetts 02109
PRIMECAP Management Company............................. 4,120,300(7) 5.2%
225 South Lake Avenue, #400
Pasadena, California 91101-3005
</TABLE>
- ---------------
(1) Based on 79,140,159 shares of Common Stock outstanding as of the Record
Date.
(2) This information is based on a Schedule 13G dated January 5, 1999. Montag &
Caldwell, Inc. has no voting power with respect to any shares held and sole
investment power with respect to all shares held.
(3) This information is based on a Schedule 13G dated February 11, 1999. Pacific
Financial Research has sole voting power and investment power for all shares
held.
(4) This information is based on a Schedule 13G dated January 28, 1999. State
Farm Mutual Automobile Insurance Company has sole voting and investment
power for all shares held.
(5) This information is based on a Schedule 13G dated February 1, 1999. Trimark
Financial Corporation has sole voting power and investment power for all
shares held.
(6) This information is based on a Schedule 13G dated February 1, 1999. FMR
Corp. has sole voting power with respect to 102,600 shares held and sole
investment power with respect to 5,086,400 shares held. FMR Corp. filed this
Schedule 13G jointly with Edward C. Johnson, III, Abigail P. Johnson and its
direct and indirect subsidiaries.
(7) This information is based on a Schedule 13G dated January 31, 1999. PRIMECAP
Management Company has sole voting and dispositive power with respect to
1,350,300 shares held and shared dispositive power with respect to 2,770,000
shares held.
2
<PAGE> 5
1. ELECTION OF DIRECTORS
The Company's directors are divided into three classes, designated as Class
I, Class II and Class III, with staggered terms of three years each. The term of
office of directors in Class III expires at the Annual Meeting. The Board of
Directors proposes that the nominees described below, both of whom are currently
serving as Class III directors, be elected as Class III directors for a new term
of three years ending at the 2002 Annual Meeting and until their successors are
duly elected and qualified.
Nominees receiving the largest number of affirmative votes cast will be
elected as directors up to the maximum number of directors to be chosen at the
election. Accordingly, any shares not voted affirmatively, whether by
abstention, broker non-vote or otherwise, will not be counted as affirmative
votes cast for any director.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
---- --------------------
<S> <C>
NOMINEES FOR DIRECTORS -- CLASS III
Dudley J. Godfrey, Jr................ A shareholder in the law firm of Godfrey & Kahn, S.C.,
Age 72 Milwaukee, Wisconsin. A director of the Company for more
than five years. Also a director of Clarcor Inc.
Marvin B. Goodman.................... Principal shareholder and officer of Manpower Services
Age 70 (Toronto) Limited, a Company franchise in Ontario, Canada
from 1956 to August, 1993. A director of the Company for
more than five years.
CONTINUING DIRECTORS
CLASS I DIRECTORS (TERM EXPIRING 2000)
Mitchell S. Fromstein................ President and Chief Executive Officer of the Company since
Age 71 January, 1989, and Chairman of the Board since April, 1989.
President and Chief Executive Officer of the Company's
former principal operating subsidiary from 1976 until 1996
and a director thereof from 1971 until 1996. A director of
the Company for more than five years. Also a director of
Aramark Corp.
Dennis Stevenson..................... Chairman of GPA Group plc, a provider of financing to the
Age 53 aviation industry, and Chairman of Pearson plc, a multimedia
company. A director of the Company for more than five years.
Also a director of British Sky Broadcasting Group plc.
John R. Walter....................... Retired President and Chief Operating Officer of AT&T Corp.
Age 52 from November, 1996 to July, 1997. Chairman and Chief
Executive Officer of R.R. Donnelley & Sons Company, a print
and digital information management, reproduction and
distribution company, from 1989 through 1996. A director of
the Company since October, 1998. Also a director of Abbott
Laboratories, a pharmaceutical manufacturer, Celestica Inc.,
Jones Lang LaSalle, a real estate firm, Deere & Company, an
equipment manufacturer, and Prime Capital Corporation, a
finance company.
CLASS II DIRECTORS (TERM EXPIRING 2001)
J. Ira Harris........................ Chairman of J. I. Harris & Associates, a consulting firm,
Age 60 and Vice Chairman of The Pritzker Organization, LLC, a
merchant banking investment management services firm, since
January, 1998. Senior Managing Director of the investment
banking firm of Lazard Freres & Co. LLC until December,
1997. A director of the Company for more than five years.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND DIRECTORSHIPS
---- --------------------
<S> <C>
Terry A. Hueneke..................... Executive Vice President of the Company and a director since
Age 56 December, 1995. Senior Vice President -- Group Executive of
the Company's former principal operating subsidiary from
1987 until 1996.
Newton N. Minow...................... Of Counsel to the law firm of Sidley & Austin, Chicago,
Age 73 Illinois, since March, 1991. From 1965 through March, 1991,
Mr. Minow was a partner in the law firm of Sidley & Austin.
A director of the Company for more than five years. Also a
director of AON Corporation and Big Flower Press Holdings,
Inc.
Gilbert Palay........................ Consultant to the Company since January, 1994. Senior
Age 71 Executive Vice President of the Company from August, 1991 to
December, 1993 and Senior Executive Vice President of the
Company's former principal operating subsidiary from
September, 1989 to December, 1993. Principal Financial
Officer of the Company from August, 1991 to August, 1993. A
director of the Company for more than five years.
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD
The Board of Directors has standing Audit, Executive Compensation,
Executive Performance Compensation and Executive Committees. The Board does not
have a Nominating Committee. The Board of Directors held six meetings and acted
three times by written consent during 1998. Each director attended at least 75%
of the full board meetings and meetings of committees on which each served in
1998.
The Audit Committee consists of Messrs. Minow (Chairman), Godfrey, Goodman
and Harris. The functions of the Audit Committee are to: (i) recommend annually
to the Board of Directors the appointment of the independent auditors; (ii)
review the arrangements for and scope of the annual audit and review the results
thereof with the independent auditors; (iii) review and approve non-audit
services of the independent auditors and monitor the independence of the
Company's auditors; (iv) review compliance with major accounting and audit
policies; (v) review management's procedures and policies relative to the
adequacy of the Company's internal accounting controls; and (vi) monitor the
Company's compliance with the Foreign Corrupt Practices Act and its internal
policies with respect to business conduct and conflicts of interest. The Audit
Committee held three meetings during 1998.
The Executive Compensation Committee consists of Mr. Godfrey (Chairman),
Mr. Goodman and Mr. Harris. The functions of this Committee are to: (i)
establish the compensation of Mr. Fromstein, the Chief Executive Officer of the
Company, Mr. Hueneke, Executive Vice President of the Company, and Mr. Joerres,
Senior Vice President -- European Operations and Marketing and Major Account
Development, subject to ratification by the Board of Directors; (ii) approve the
compensation, based on the recommendations of the senior executive officers, of
certain other senior executives of the Company and its subsidiaries; (iii)
review the compensation of all other senior managers of the Company and its
subsidiaries; and (iv) serve as the administrative committee for the Company's
stock option and stock purchase plans. Certain performance-based compensation
for executive officers must also be approved by the Executive Performance
Compensation Committee as discussed below. The Executive Compensation Committee
held four meetings and took action by written consent once during 1998.
The Executive Performance Compensation Committee consists of Messrs.
Goodman and Minow. The Executive Performance Compensation Committee acts as the
compensation committee of outside directors under Section 162(m) of the Internal
Revenue Code ("IRC"). In addition, the Committee serves as a committee of
disinterested directors for purposes of Rule 16b-3 under the Securities Exchange
Act of 1934 and will approve transactions subject to Rule 16b-3 to the extent
deemed advisable under the Rule. The Executive Performance Compensation
Committee did not meet in 1998. The Executive Performance Compensation
Committee, however, took action by written consent once in 1998.
4
<PAGE> 7
The Executive Committee consists of Messrs. Fromstein, Godfrey and Palay.
This Committee may exercise full authority in the management of the business and
affairs of the Company's Board of Directors when the Board of Directors is not
in session, except to the extent limited by Wisconsin law, the Company's
Articles of Incorporation or By-laws, or as otherwise limited by the Board of
Directors. Although the Committee has very broad powers, in practice, it acts
only infrequently to take formal action on a specific matter when it would be
impractical to call a meeting of the Board of Directors. The Executive Committee
did not meet in 1998. The Executive Committee, however, took action by written
consent four times in 1998.
REMUNERATION OF DIRECTORS
Directors of the Company who are not employees of the Company or any of its
subsidiaries, are currently entitled to an annual fee of $50,000, inclusive of a
retainer and all meeting and committee fees. In addition, each director is
reimbursed for travel expenses incurred in connection with attending Board of
Directors meetings. In lieu of receiving payment of fees in cash, directors may
elect to participate in the 1991 Directors Stock Option Plan or the Deferred
Stock Plan.
Upon adoption of the 1991 Directors Stock Option Plan, Messrs. Godfrey,
Harris and Minow each agreed, and Mr. Stevenson was required, to accept stock
options over 50,000 shares in lieu of cash fees for five years. The last portion
of these options vested in October, 1996 and are all exercisable. In November,
1996, Mr. Godfrey, Mr. Harris and Mr. Minow each agreed, and Mr. Stevenson was
required, to accept stock options over 50,000 shares in lieu of cash fees for
the five years following the date of grant. Mr. Stevenson was required to accept
the options in lieu of cash fees pursuant to the terms of the Plan. The option
exercise price for the November, 1996 directors' stock options is $28.00 per
share, which was 100% of the closing market price of the Company's Common Stock
as reported on the NYSE on the business date immediately preceding the date of
grant. These options vest and become exercisable as to one-fifth of the shares
on each anniversary of the date of grant, subject to acceleration under certain
conditions set forth in the Plan. Upon Mr. Goodman's appointment to the Board of
Directors in November, 1993, he also agreed to accept a stock option over 50,000
shares in lieu of cash fees for five years. The last portion of this option
vested in November, 1998 and is fully exercisable. In November, 1998, Mr.
Goodman agreed to accept a stock option over 32,374 shares in lieu of cash fees
for the approximately three years following the date of grant. The option
exercise price for Mr. Goodman's stock option is $25.875 per share, which was
100% of the closing market price of the Company's Common Stock as reported on
the NYSE on the business date immediately preceding the date of grant. The
option is exercisable as to approximately one-third of the shares on each
anniversary of the date of grant (subject to acceleration as provided in the
Plan). In 1995, Mr. Palay agreed to accept a stock option over 50,000 shares in
lieu of cash fees for five years. The option exercise price for Mr. Palay's
stock option is $33.875 per share, which was 100% of the closing market price of
the Company's Common Stock as reported on the NYSE on the business date
immediately preceding the date of grant. Mr. Palay's option is not exercisable
until 2000 and vests ratably over the five-year period (subject to acceleration
as provided in the Plan). Upon Mr. Walter's appointment to the Board of
Directors in October, 1998, he agreed to accept a stock option over 43,541
shares in lieu of cash fees for the approximately three years following the date
of grant. The option exercise price for Mr. Walter's stock option is $19.375 per
share, which was 100% of the closing market price of the Company's Common Stock
as reported on the NYSE on the business date immediately preceding the date of
grant. The option vests and becomes exercisable as to approximately one-third of
the shares on each anniversary of the date of grant (subject to acceleration as
provided in the Plan).
Certain information with respect to Messrs. Godfrey and Harris is set forth
under "EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION,"
below. Upon his retirement from the Company in 1993, Mr. Palay entered into a
consulting agreement with the Company whereby the Company pays Mr. Palay for
services rendered, generally at an hourly rate. For the year ended December 31,
1998, the Company paid Mr. Palay approximately $410,000 for services rendered
pursuant to this agreement.
5
<PAGE> 8
SECURITY OWNERSHIP OF MANAGEMENT
Set forth in the table below, as of the Record Date, are the shares of the
Company's Common Stock beneficially owned by each director and nominee, each of
the named executive officers, and all directors and executive officers of the
Company as a group and the shares of the Company's Common Stock that could be
acquired within 60 days of the Record Date by such persons.
<TABLE>
<CAPTION>
COMMON STOCK
NAME OF BENEFICIALLY RIGHT TO ACQUIRE PERCENT OF
BENEFICIAL OWNER OWNED(1) COMMON STOCK(1) CLASS(2)
---------------- ------------ ---------------- ----------
<S> <C> <C> <C>
Mitchell S. Fromstein........................... 850,383 606,543(3) 1.1%
Terry A. Hueneke................................ 57,278 50,000(3) *
Jeffrey A. Joerres.............................. 38,862 33,500(3) *
Michael J. Van Handel........................... 30,182 23,500(3) *
Dudley J. Godfrey, Jr........................... 74,000(4) 72,500(5) *
Marvin B. Goodman............................... 55,698(6) 52,698(5) *
J. Ira Harris................................... 82,500(7) 72,500(5) *
Newton N. Minow................................. 89,016(8) 72,500(5) *
Gilbert Palay................................... 300,022 191,604(3)(5) *
Dennis Stevenson................................ 74,000 72,500(5) *
John R. Walter.................................. 4,554 4,554(5) *
All Directors and Executive Officers as a
group......................................... 1,656,495 1,252,399 2.1%
</TABLE>
- ---------------
(1) Except as indicated below, all shares shown in this column are owned with
sole voting and investment power. Amounts shown in the Right to Acquire
Common Stock column are also included in the Common Stock Beneficially Owned
column.
(2) Except as indicated, no person named in the table beneficially owns more
than 1% of the outstanding shares of Common Stock. The percentage is based
on the column entitled Common Stock Beneficially Owned.
(3) Common Stock that may be acquired within 60 days of the date hereof through
the exercise of stock options.
(4) Includes 500 shares held by Mr. Godfrey's spouse and 500 shares held in
trust.
(5) Includes the vested portion of options held under the 1991 Directors Stock
Option Plan.
(6) Includes 1,000 shares held by Mr. Goodman's spouse.
(7) Includes 10,000 shares held in a living trust for the benefit of Mr. Harris.
(8) Includes 12,500 shares held in a living trust for the benefit of Mr. Minow
and 2,200 shares held in a living trust for the benefit of his spouse. The
total also includes 1,800 shares held in a family charitable foundation, as
to which Mr. Minow disclaims beneficial ownership.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table (the "Summary Compensation Table") sets forth the
compensation for the past three years of each of the Company's executive
officers:
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
-------------------------------------------------- ------------------------------------
AWARDS PAYOUTS
----------------------- ----------
SECURITIES
RESTRICTED UNDERLYING
NAME AND OTHER ANNUAL STOCK OPTIONS/ LTIP
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) AWARDS($) SARS(#) PAYOUTS($)
------------------ ---- --------- ---------- ------------------ ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
M.S. Fromstein 1998 $860,000 $1,237,208(2) $2,680 -- -- --
Chairman of the Board, 1997 860,000 3,567,711 3,749 -- -- --
President and Chief 1996 860,000 3,211,174 7,631 -- -- --
Executive Officer
T. A. Hueneke 1998 $350,000 $ 400,000(3) $2,680 -- -- --
Executive Vice 1997 350,000 820,234 3,749 -- -- --
President 1996 350,000 697,714(4) 0 -- -- --
J. A. Joerres 1998 $300,000 $ 300,000 $2,680 -- 50,000 --
Senior Vice President --
European Operations and
Marketing and Major
Account Development(5)
M. J. Van Handel 1998 $225,000 $ 150,000 0 -- 25,000 --
Senior Vice President -- 1997 150,000 75,000 0 -- -- --
Chief Financial Officer, 1996 143,151 50,000 0 -- 10,000 --
Treasurer and Secretary
<CAPTION>
NAME AND ALL OTHER
PRINCIPAL POSITION COMPENSATION($)
------------------ ---------------
<S> <C>
M.S. Fromstein --
Chairman of the Board, --
President and Chief --
Executive Officer
T. A. Hueneke --
Executive Vice --
President --
J. A. Joerres --
Senior Vice President --
European Operations and
Marketing and Major
Account Development(5)
M. J. Van Handel --
Senior Vice President -- --
Chief Financial Officer, --
Treasurer and Secretary
</TABLE>
- ---------------
(1) "Other Annual Compensation" includes the discount associated with purchases
of Common Stock under the Manpower 1990 Employee Stock Purchase Plan. The
Manpower 1990 Employee Stock Purchase Plan is available to all U.S.
employees (meeting certain qualifying standards) and employees in certain
other countries and is described below. See "Stock Purchase Plans."
(2) Mr. Fromstein's bonus calculated pursuant to the terms of his employment
agreement would have been $2,848,958 in 1998. Mr. Fromstein voluntarily
agreed to a $1,611,750 reduction in his 1998 bonus in recognition of the
1998 charge to earnings for the write-down of capitalized software.
(3) Mr. Hueneke's bonus calculated pursuant to the terms of his employment
agreement would have been $609,940 in 1998. Mr. Hueneke voluntarily agreed
to a $209,940 reduction in his 1998 bonus in recognition of the 1998 charge
to earnings for the write-down of capitalized software.
(4) Includes deferred bonus amounts.
(5) Mr. Joerres was appointed as an executive officer of the Company in July,
1998. Accordingly, information for years prior to 1998 is not included in
the table.
EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLANS
The Company maintains several plans pursuant to which incentive and
non-statutory stock options, restricted stock and SARs (stock appreciation
rights) have been granted in the past and/or may be granted in the future.
Participation is generally limited to full-time employees of the Company or its
subsidiaries. The option exercise price of all options granted under the
Company's plans to executive officers of the Company has been l00% of the
closing market price as reported on the NYSE for the business day immediately
prior to the date of grant. Directors of the Company who are not full-time
employees may participate in the 1991 Directors Stock Option Plan or the
Deferred Stock Plan, as described on page 5 hereof.
7
<PAGE> 10
The following table summarizes certain information concerning option grants
to the named executive officers of the Company during 1998:
OPTION/SAR GRANTS IN FISCAL 1998
<TABLE>
<CAPTION>
GRANT DATE
INDIVIDUAL GRANTS VALUE
-------------------------------------------------------- -------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE GRANT
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION DATE PRESENT
NAME GRANTED (#) FISCAL YEAR ($/SH)(1) DATE VALUE ($)(2)
---- ------------ ------------ ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Mitchell S. Fromstein............. -- -- -- -- --
Terry A. Hueneke.................. -- -- -- -- --
Jeffrey A. Joerres................ 50,000(3) 6.3% $22.1875 12/02/08 $235,705
Michael J. Van Handel............. 25,000(3) 3.1% 22.1875 12/02/08 117,853
</TABLE>
- ---------------
(1) All options were granted at 100% of the fair market value of the date of
grant.
(2) Present value is determined by using the Black-Scholes option pricing model.
The Grant Date Value is based on a nine-year option term. Other assumptions
used for the Black-Scholes option pricing model are: risk-free rate of
return of 4.67%, a volatility factor of 17.0% and a dividend yield of 0.5%
during the option term. The resulting value derived from the Black-Scholes
model was reduced by 43% for lack of marketability and liquidity.
(3) Options vest over time and fully vest by December 2, 2003.
The following table summarizes for each of the named executive officers the
number of shares of Common Stock acquired upon exercise of options during the
fiscal year ended December 31, 1998, the dollar value realized upon exercise of
options, the total number of shares of Common Stock underlying unexercised
options held at December 31, 1998 (exercisable and unexercisable), and the
aggregate dollar value of in-the-money, unexercised options held at December 31,
1998 (exercisable and unexercisable). Value realized upon exercise is the
difference between the fair market value of the underlying Common Stock on the
exercise date and the exercise or base price of the option. Value of
unexercised, in-the-money options at fiscal year-end is the difference between
its exercise price and the fair market value of the underlying stock as of
December 31, 1998, which was $25.1875 per share. These values, unlike any
amounts which may be set forth in the column headed "value realized" have not
been, and may never be, realized. The underlying options have not been, and may
not be, exercised; the actual gains, if any, on exercise will depend on the
value of the Company's Common Stock on the date of exercise. There can be no
assurance that these values will be realized.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR 1998
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#) FY-END($)
SHARES ACQUIRED VALUE ---------------------------- ----------------------------
NAME ON EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
M.S. Fromstein....... 0 $0 606,543 0 $6,389,423 N/A
T.A. Hueneke......... 0 0 50,000 0 403,125 N/A
J.A. Joerres......... 0 0 33,500 65,000 247,844 $150,000
M.J. Van Handel...... 0 0 13,500 35,000 113,906 $ 75,000
</TABLE>
8
<PAGE> 11
STOCK PURCHASE PLANS
The Company has adopted and maintains several employee stock purchase plans
designed to encourage employees to purchase Company Common Stock. The plans are
broad based and are available to all U.S. employees (including qualifying
temporary employees) and employees in certain other countries. The plans
generally provide that employees accumulate funds through payroll deductions
over a prescribed offering period (one to seven years) and are entitled to
purchase shares at a discount (a maximum of 15%) from the market price at the
beginning and/or end of the offering period. No more than $25,000 of stock,
measured by the market price as of the beginning of the offering period, may be
purchased by any participating employee in any year.
PENSION PLANS
The Company maintains a broad-based qualified, noncontributory defined
benefit pension plan for eligible U.S. employees (the "Qualified Plan"). The
Company has also established a nonqualified, deferred compensation plan to
provide retirement benefits for management and other highly compensated
employees in the U.S. who are ineligible to participate in the Qualified Plan
(together with the "Qualified Plan," the "U.S. Pension Plans"). Certain of the
Company's foreign subsidiaries maintain various pension and retirement plans.
None of the Company's executive officers have participated in such foreign
plans. Under the U.S. Pension Plans, a pension is payable upon retirement at age
65, or upon earlier termination if certain conditions are satisfied. The pension
benefit is based on years of credited service and the average monthly
compensation received during the last five consecutive calendar years prior to
retirement. Compensation covered by the plans is base salary or hourly wages,
unless paid entirely on a commission basis, in which case commissions of up to
$20,000 per calendar year are taken into account. Bonuses, overtime pay or other
kinds of extra compensation are not considered. Under his employment agreement,
Mr. Fromstein is entitled to receive, upon termination of employment for any
reason, total retirement benefits, when added to those payable under the U.S.
Pension Plans, equal to those payable as if he had 30 years of credited service
under the Qualified Plan and as if certain Qualified Plan limitations did not
apply. Under the non-qualified, deferred compensation plan, Messrs. Hueneke,
Joerres and Van Handel are entitled to receive, upon termination of employment
for any reason, retirement benefits equal to those payable based on 25, 5 and 10
years of credited service under the Qualified Plan, respectively, and as if
certain Qualified Plan limitations did not apply.
The table below shows the estimated aggregate annual benefit, computed as a
straight life annuity amount, under the Company's U.S. Pension Plans (without
Qualified Plan limitations) at various salary levels and years of credited
service payable upon retirement at age 65 or later. The benefit shown is not
subject to any deduction for any Social Security benefit:
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF CONSECUTIVE SERVICE
FINAL AVERAGE ----------------------------------------------------------------
ANNUAL PAY 10 15 20 25 30
- ------------- -- -- -- -- --
<C> <S> <C> <C> <C> <C> <C>
$ 100,000 .................... $ 8,784 $ 13,177 $ 17,569 $ 21,961 $ 26,353
200,000 .................... 18,784 28,177 37,569 46,961 56,353
300,000 .................... 28,784 43,177 57,569 71,961 86,353
400,000 .................... 38,784 58,177 77,569 96,961 116,353
500,000 .................... 48,784 73,177 97,569 121,961 146,353
600,000 .................... 58,784 88,177 117,569 146,961 176,353
700,000 .................... 68,784 103,177 137,569 171,961 206,353
800,000 .................... 78,784 118,177 157,569 196,961 236,353
900,000 .................... 88,784 133,177 177,569 221,961 266,353
1,000,000 .................... 98,784 148,177 197,569 246,961 296,353
1,100,000 .................... 108,784 163,177 217,569 271,961 326,353
</TABLE>
9
<PAGE> 12
EMPLOYMENT AND OTHER AGREEMENTS
Messrs. Fromstein, Hueneke, Joerres and Van Handel have each entered into
employment agreements with the Company.
Under his agreement, Mr. Fromstein receives an annual base salary of
$860,000, an annual incentive bonus based on the Company's Adjusted Net Profit
Before Tax (as defined in the agreement) and, upon retirement, retirement
benefits under the Company's U.S. Pension Plans based on 30 years of service and
calculated as if certain limitations of the Qualified Plan did not apply. See
"Pension Plans." If Mr. Fromstein's employment is terminated other than for
cause, Mr. Fromstein is entitled to receive: (i) all base compensation and other
benefits to which he was entitled through his date of termination, including a
prorated bonus; (ii) two years of base compensation plus the highest incentive
bonus paid to him since 1990; (iii) a cash payment equal to the fair market
value of any stock options, SARs, purchase rights or restricted stock held
pursuant to any benefit plan which ceases to cover him; and (iv) certain other
benefits as specified in the agreement.
Under his agreement, Mr. Hueneke is entitled to receive an annual base
salary of $350,000 and an annual incentive bonus based on the Company's
Specified Operating Unit Profits (as defined in the agreement). If Mr. Hueneke's
employment is terminated for other than Cause (as defined in the agreement), Mr.
Hueneke is entitled to receive: (i) all base compensation and other benefits to
which he was entitled through his date of termination, including a prorated
bonus; (ii) two years of base compensation plus the greater of (a) the highest
incentive bonus paid to him during the prior five years and (b) the incentive
bonus which would have otherwise been paid to him for the year of termination;
and (iii) certain other benefits as specified in the agreement.
Under his agreements, Mr. Joerres is entitled to receive an annual base
salary of $300,000 and an annual bonus determined by the Executive Compensation
Committee, subject to ratification by the Board of Directors. If Mr. Joerres'
employment is terminated by the Company for other than Cause (as defined in the
agreement) or by Mr. Joerres for Good Reason (also defined in the agreement),
Mr. Joerres is entitled to receive: (i) all base compensation and other benefits
to which he was entitled through his date of termination, including a prorated
bonus; (ii) one year of base compensation (two and one-half times this amount if
termination is in connection with a change of control), plus the highest
incentive bonus paid to him during the prior three years or the current year
(two and one-half times this amount if termination is in connection with a
change of control); and (iii) certain other benefits as specified in the
agreement.
Under his agreements, Mr. Van Handel is entitled to receive an annual base
salary of $225,000 and an annual incentive bonus recommended by the Chief
Executive Officer and approved by the Executive Compensation Committee. If Mr.
Van Handel's employment is terminated by the Company for other than Cause (as
defined in the agreement) or by Mr. Van Handel for Good Reason (also defined in
the agreement), Mr. Van Handel is entitled to receive: (i) all base compensation
and other benefits to which he was entitled through his date of termination,
including a prorated bonus; (ii) one year of base compensation (two times this
amount if termination is in connection with a change of control), plus the
highest incentive bonus paid to him during the prior three years (two times this
amount if termination is in connection with a change of control); and (iii)
certain other benefits as specified in the agreement.
10
<PAGE> 13
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
The Executive Compensation Committee of the Board of Directors has
furnished the following report on executive compensation. Because certain
matters related to performance-based compensation are approved by the Executive
Performance Compensation Committee, that Committee joins in the report of the
Executive Compensation Committee.
General Compensation Policies
Under the Committee's current policy, the compensation structure for the
Company's executives consists in general of three principal components: base
salary, annual bonus and periodic grants of stock options or, occasionally,
restricted stock. The Committee believes that this approach creates both
short-term and long-term incentives for corporate management. As a result of
these policies, a high proportion of compensation for the Company's senior
executives is at risk through the annual bonus, generally based on formulas tied
to profitability of the individual's profit center, as well as stock ownership
and/or stock options, which create a direct link between long-term remuneration
and the price of the Company's Common Stock.
Base salary determinations are an important ingredient in attracting and
retaining quality personnel in a competitive market. Base salaries are set at
levels based generally on subjective factors, including the individual's level
of responsibility, experience and past performance record. As a large
multinational business, the Company competes for senior executive talent with
large public and private companies throughout the world, many of which are not
in businesses which directly compete with the Company. These are not the same
companies as those included in the Dow Jones Other Industrial & Commercial
Services Index which is used as a peer group to compare shareholder returns in
the Performance Graph.
The Committee also believes that a significant portion of compensation
should be directly related to and contingent upon Company profitability based on
objective performance criteria. Accordingly, it is the Company's general
practice that the senior executive officers of the Company as well as many other
senior executives of the Company and its subsidiaries participate in bonus
arrangements based on formulas and other criteria tied to profitability of the
individual's profit center or the Company as a whole. The Company may in its
discretion make exceptions to the Company's general bonus determination
practices based on mid-year changes in an individual's responsibilities or other
factors.
The Committee believes that it is important that the senior executive
officers and key executives of the Company and its subsidiaries hold equity
positions in the Company. Stock option grants to executives permit them to hold
equity interests at more meaningful levels than they could through other
alternatives, such as stock purchase arrangements. Accordingly, while the
Committee is conscious of the dilutive effects of stock options on shareholders,
it believes that stock option grants at reasonable levels are an important
component of executive compensation. In addition, because of the nature of the
Company's operations, the Company's management believes, and the Committee
agrees, that it is important that stock options be granted to a broad range of
employees where the options provide an important incentive. Approximately 312
employees and two senior executive officers received option grants in 1998.
The Committee is responsible for establishing the compensation of Mr.
Fromstein, the President and Chief Executive Officer of the Company, Mr.
Hueneke, Executive Vice President, and Mr. Joerres, Senior Vice
President -- European Operations and Marketing and Major Account Development,
subject to ratification by the Board of Directors. In addition, the Committee
has responsibility to approve the compensation of other senior executives,
including Mr. Van Handel, and to review the compensation of other senior
managers of the Company and its subsidiaries. However, the base salaries of
Messrs. Fromstein, Hueneke, Joerres and Van Handel and the bonuses of Messrs.
Fromstein and Hueneke are determined pursuant to separate employment agreements
described under "Employment and Other Agreements" above.
11
<PAGE> 14
Chief Executive Officer Compensation
Mr. Fromstein's base salary and bonus are determined on the basis of his
employment agreement. Mr. Fromstein's employment agreement establishes a base
salary of $860,000, which has been fixed at this level since 1989. Mr.
Fromstein's annual bonus is determined under the employment agreement by
measuring the Company's pretax profit for the year (subject to certain
adjustments) against a graduated scale after exceeding a threshold level.
Accordingly, Mr. Fromstein's bonus will fluctuate significantly based on the
Company's operating performance. For example, the Company's pretax profit
increased from 1996 to 1997 by approximately 3% and Mr. Fromstein's total cash
compensation increased by 9%. Mr. Fromstein voluntarily agreed to a $1,611,750
reduction in his 1998 bonus in recognition of the 1998 charge to earnings for
the write-down of capitalized software and as a result his total cash
compensation decreased from 1997 to 1998 by approximately 53% compared to a
decrease in Company pretax profit of about 54%.
Other Executive Officers of the Company
The base salary and bonus of Mr. Hueneke are determined on the basis of his
employment agreement. Mr. Hueneke's annual bonus is determined under the
employment agreement by measuring the total operating unit profits of certain
regions in which the Company conducts business over which Mr. Hueneke has
responsibility for the fiscal year (subject to certain adjustments) against a
graduated scale after exceeding a threshold level. Accordingly, Mr. Hueneke's
bonus will fluctuate significantly based on the Company's operating performance
in the regions over which he has management responsibility. Mr. Hueneke also
voluntarily agreed to a $209,940 reduction in his 1998 bonus in recognition of
the 1998 charge to earnings for the write-down of capitalized software.
Mr. Joerres' base salary is determined on the basis of the nature of his
position, his contribution to the Company and his experience and tenure. Mr.
Joerres' employment agreement establishes a base salary of $300,000, which was
determined in accordance with the foregoing factors.
Mr. Van Handel's base salary is determined on the basis of the nature of
his position, his contribution to the Company and his experience and tenure. Mr.
Van Handel's employment agreement establishes a base salary of $225,000, which
was determined in accordance with the foregoing factors.
Mr. Joerres' bonus for 1998 in the amount of $300,000 was determined by the
Committee, and Mr. Van Handel's bonus for 1998 in the amount of $150,000 was
approved by the Committee, based on its subjective assessment taking into
account the recommendations of the Chief Executive Officer, the added
responsibilities assumed by each of Mr. Joerres and Mr. Van Handel during 1998,
and overall Company and individual performance during 1998.
Internal Revenue Code Section 162(m)
Section 162(m) of the IRC generally disallows a tax deduction to public
corporations for compensation over $1,000,000 for any fiscal year paid to the
corporation's chief executive officer and four other most highly compensated
executive officers in service as of the end of any fiscal year. However, Section
162(m) also provides that qualifying performance-based compensation will not be
subject to the deduction limit if certain requirements are met. The Committee
currently intends to structure compensation amounts and plans which meet the
requirements for deductibility. In order to satisfy these requirements, the
annual bonus arrangements for Messrs. Fromstein and Hueneke have been approved
by the Executive Performance Compensation Committee and the shareholders.
Because of uncertainties as to the application and interpretation of Section
162(m) and the regulations issued thereunder, no assurance can be given,
notwithstanding the efforts of the Company in this area, that compensation
intended by the Company to satisfy the requirements for deductibility under
Section 162(m) does in fact do so.
<TABLE>
<S> <C>
THE EXECUTIVE COMPENSATION COMMITTEE THE EXECUTIVE PERFORMANCE COMPENSATION COMMITTEE
Dudley J. Godfrey, Jr. (Chairman) Marvin B. Goodman
Marvin B. Goodman Newton N. Minow
J. Ira Harris
</TABLE>
12
<PAGE> 15
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Dudley J. Godfrey, Jr. is a shareholder in Godfrey & Kahn, S.C., which is
general counsel to the Company.
J. Ira Harris is currently Chairman of J. I. Harris & Associates, a
consulting firm, which may from time to time perform services for the Company.
PERFORMANCE GRAPH
Set forth below is a graph for the periods ending December 31, 1993-1998
comparing the cumulative total shareholder return on the Company's Common Stock,
with the cumulative total return of companies in the Standard & Poor's 500 Stock
Index and the Dow Jones Other Industrial & Commercial Services Index. The graph
assumes a $100 investment on December 31, 1993 in the Company's Common Stock,
the S&P 500 Stock Index and the Dow Jones Other Industrial & Commercial Services
Index and assumes the reinvestment of all dividends.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG MANPOWER, S&P 500 STOCK INDEX AND
DOW JONES OTHER INDUSTRIAL & COMMERCIAL SERVICES INDEX
PERFORMANCE GRAPH
<TABLE>
<CAPTION>
MANPOWER S&P 500 STOCK INDEX DOW JONES OTHER INDUSTRIAL
-------- ------------------- & COMMERCIAL SERVICES
INDEX
--------------------------
<S> <C> <C> <C>
'12/93' 100 100 100
'12/94' 160 101 97
'12/95' 161 139 124
'12/96' 187 171 135
'12/97' 204 229 161
'12/98' 146 294 184
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Manpower............................................. $100 $160 $161 $187 $204 $146
S&P 500 Stock Index.................................. $100 $101 $139 $171 $229 $294
Dow Jones Other Industrial & Commercial Services
Index.............................................. $100 $ 97 $124 $135 $161 $184
</TABLE>
13
<PAGE> 16
2. INCREASE IN NUMBER OF SHARES AUTHORIZED FOR ISSUANCE UNDER THE 1994
EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN OF MANPOWER INC.
GENERAL
In 1994 the Board of Directors adopted and the shareholders approved the
1994 Executive Stock Option and Restricted Stock Plan of Manpower Inc. (the
"Plan"). The purpose of the Plan is to attract and retain superior employees, to
provide a stronger incentive for such employees to put forth maximum effort for
the continued success and growth of the Company and its subsidiaries, and in
combination with these goals, to encourage stock ownership in the Company by
employees. As adopted, the Plan authorized 2,000,000 shares of Common Stock to
be issued. As of February 22, 1999, there were 122,550 shares issued under the
Plan and 1,450,226 shares subject to outstanding options under the Plan, leaving
a balance of 427,224. The Board of Directors has increased the number of shares
of Common Stock authorized under the Plan from 2,000,000 to 4,000,000, subject
to approval by the Company's shareholders. Accordingly, at the Annual Meeting
shareholders will consider a proposal to increase the number of shares available
for issuance under the Plan.
TERMS OF THE PLAN
The Executive Compensation Committee (the "Committee") administers the
Plan. All employees of the Company and its subsidiaries are eligible to
participate in the Plan. As of February 22, 1999, the Company and its
subsidiaries have approximately 15,300 permanent employees eligible to
participate in the Plan. Under the Plan, the Committee has sole authority in its
discretion, subject to the express provisions of the Plan, to determine the
exercise price of the shares covered by each option, the employees to whom and
the time or times at which options or restricted stock will be granted, the
amount of restricted stock to be granted, the number of shares subject to each
option and the extent to which options may be exercised in installments, and the
terms and provisions of the respective option agreements and the restricted
stock grants. The Plan is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, as amended, and is not qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended.
The Board of Directors may, from time to time, amend the Plan in any
respect. However, no amendment may be made without the approval of the Company's
shareholders if shareholder approval is required for such amendment under
applicable tax, securities or other law.
FEDERAL INCOME TAX CONSEQUENCES
In connection with the exercise of an option, an employee may elect to
satisfy his or her federal and state income tax withholding obligations, if any,
upon exercise of the option by having the Company withhold a portion of the
shares otherwise to be delivered upon exercise of the option having a fair
market value equal in whole or in part to the amount of federal and state income
taxes required to be withheld on exercise. In connection with the vesting of
restricted stock, a participant may elect to satisfy his or her federal and
state income tax withholding obligations by surrendering or having the Company
retain a number of vested shares having a fair market value equal to the
withholding obligation on the date the shares are retained by the Company. A
participant who makes an election under Section 83(b) under the Internal Revenue
Code of 1986, as amended, relating to his restricted stock may, at his election,
satisfy his obligation for the payment of withholding taxes by delivering to the
Company shares already owned having a fair market value equal to the withholding
obligation.
If a participant is an officer or director of the Company within the
meaning of Section 16 of the Securities Exchange Act of 1934, as amended,
special rules may apply to the timing of the election and withholding.
VOTE REQUIRED AND BOARD RECOMMENDATION
The affirmative vote of a majority of the votes cast on this proposal is
required to approve the proposal. Abstentions will not be counted as voting,
and, therefore, will have no impact on the approval of the proposal.
14
<PAGE> 17
The Board of Directors recommends you vote FOR the increase in the number
of shares authorized under the 1994 Executive Stock Option and Restricted Stock
Plan of Manpower Inc. and your proxy will be so voted unless you specify
otherwise.
3. RATIFICATION OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee and subject to ratification by
the shareholders at the Annual Meeting, the Board of Directors has appointed
Arthur Andersen LLP, an independent public accounting firm, to audit the
consolidated financial statements of the Company for the fiscal year ending
December 31, 1999. Arthur Andersen LLP has audited the Company (or its
predecessors) since 1975. Representatives of Arthur Andersen LLP will attend the
Annual Meeting and have the opportunity to make a statement if they so desire,
and will also be available to respond to appropriate questions.
If the shareholders do not ratify the appointment of Arthur Andersen LLP,
the selection of the Company's independent auditors will be reconsidered by the
Board of Directors.
The affirmative vote of a majority of the votes cast on this proposal shall
constitute ratification of Arthur Andersen LLP as the independent auditors for
the fiscal year ending 1999. Abstentions will not be counted as voting and,
therefore, will have no impact on the approval of the proposal.
The Board of Directors recommends you vote FOR the ratification of the
appointment of Arthur Andersen LLP as the Company's independent auditors for the
fiscal year ending December 31, 1999 and your proxy will be so voted unless you
specify otherwise.
SUBMISSION OF SHAREHOLDER PROPOSALS
In accordance with the Company's By-Laws, nominations, other than by or at
the direction of the Board of Directors, of candidates for election as directors
at the 2000 Annual Meeting of Shareholders must be received by the Company no
later than January 27, 2000. To be considered for inclusion in the proxy
statement solicited by the Board of Directors, shareholder proposals for
consideration at the 2000 Annual Meeting of Shareholders of the Company must be
received by the Company at the Company's principal executive offices by December
1, 1999. Notices of shareholder proposals received after December 1, 1999 shall
be considered untimely. Such nominations or proposals must be submitted to Mr.
Michael J. Van Handel, Secretary, Manpower Inc., 5301 North Ironwood Road,
Milwaukee, Wisconsin 53217. To avoid disputes as to the date of receipt, it is
suggested that any shareholder proposal be submitted by certified mail, return
receipt requested.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and officers to file reports with the Securities and
Exchange Commission disclosing their ownership, and changes in their ownership,
of stock in the Company. Copies of these reports must also be furnished to the
Company. Based solely on a review of these copies, the Company believes that
during 1998 all filing requirements were met.
15
<PAGE> 18
OTHER MATTERS
Although management is not aware of any other matters that may come before
the Annual Meeting, if any such matters should be presented, the persons named
in the accompanying proxy intend to vote such proxy in accordance with their
best judgment.
Shareholders may obtain a copy of the Company's Annual Report to the
Securities and Exchange Commission as filed on Form 10-K at no cost by writing
to Mr. Michael J. Van Handel, Secretary, Manpower Inc., 5301 North Ironwood
Road, Milwaukee, Wisconsin 53217.
By Order of the Board of Directors,
Michael J. Van Handel, Secretary
16
<PAGE> 19
<TABLE>
<S><C>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. Please mark X
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. your votes as
indicated in
this example
1. ELECTION OF DIRECTORS NOMINEES: Dudley J. Godfrey, Jr. and Marvin B. Goodman 2. Increase in shares authorized for
issuance under the 1994 Executive
FOR all nominees WITHHOLD (INSTRUCTION: To withhold authority to vote for any Stock Option and Restricted Stock
listed to the AUTHORITY individual nominee, write that nominee's name in the Plan of Manpower Inc.
right (except as to vote space provided below.)
marked to the for all
contrary) nominees
listed to
the right
FOR AGAINST ABSTAIN
------------------------------------------------------ |_| |_| |_|
3. Ratification of Arthur Andersen LLP as 4. In their discretion, the Proxies are authorized to vote upon such other business as
the Company's independent auditors for may properly come before the meeting.
1999.
FOR AGAINST ABSTAIN Please sign exactly as name appears hereon. When
|_| |_| |_| shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a
corporation, please sign in full corporate name by
President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Dated:____________________________________________, 1999
________________________________________________________
(Signature)
________________________________________________________
(Signature if held jointly)
PLEASE SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
/\ FOLD AND DETACH HERE /\
MANPOWER INC.
ANNUAL MEETING
OF
MANPOWER INC. SHAREHOLDERS
MONDAY, APRIL 26, 1999
10:00 A.M.
BRADLEY PAVILION OF THE MARCUS CENTER
FOR THE PERFORMING ARTS
929 NORTH WATER STREET
MILWAUKEE, WISCONSIN
- -------------------------------------------------------------------------------
| |
| AGENDA |
| ------ |
| |
| * Elect two directors to serve until 2002 as Class III directors. |
| * Increase the number of shares authorized for issuance under the 1994 |
| Executive Stock Option and Restricted Stock Plan of Manpower Inc. |
| * Ratify the appointment of Arthur Andersen LLP as the Company's |
| independent auditors for 1999. |
| * Transact such other business as may properly come before the meeting. |
| |
- --------------------------------------------------------------------------------
</TABLE>
<PAGE> 20
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
MANPOWER INC.
The undersigned hereby appoints Mitchell S. Fromstein and Michael J. Van Handel
proxies, each with power to act without the other and with power of
substitution, and hereby authorizes them to represent and vote, as designated
on the other side, all the shares of stock of Manpower Inc. standing in the
name of the undersigned with all powers which the undersigned would possess if
present at the Annual Meeting of Shareholders of the Company to be held April
26, 1999 or any adjournment thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE)
/\ FOLD AND DETACH HERE /\
