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| MAN > SEC Filings for MAN > Form 8-K on 10-Nov-2009 | All Recent SEC Filings |
10-Nov-2009
Other Events
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.
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