FORM S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under the Securities Act of 1933

MANPOWERGROUP INC.

(Exact Name of Registrant as Specified in Charter)

Wisconsin	39-1672779
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

100 Manpower Place
Milwaukee, Wisconsin	53212
(Address of Principal Executive Offices)	(Zip Code)

____________________________________

2011 Equity Incentive Plan of ManpowerGroup Inc.

(Full title of plan)

____________________________________

Richard Buchband

Senior Vice President, General Counsel and Secretary

ManpowerGroup Inc.

100 Manpower Place

Milwaukee, Wisconsin 53212

(414) 961-1000

(Name, address and telephone number, including area code, of agent for service)

with copy to:

Dennis F. Connolly

Godfrey & Kahn, S.C.

833 East Michigan Street, Suite 1800

Milwaukee, WI 53202

(414) 273-3500

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

`Large accelerated filer[X]`		`Accelerated filer[ ]`
`Non-accelerated filer[ ]`		`Smaller reporting company[ ]`
		`Emerging growth company[ ]`

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of securities

to be registered

Amount to be

registered⁽¹⁾

Proposed maximum

offering price per share

Proposed maximum aggregate

offering price

Amount of

registration fee

Common Stock, $.01 par value

2,500,000⁽²⁾

$71.215⁽²⁾

$178,037,500.00⁽²⁾

$23,109.27⁽²⁾

(1)In addition to the shares set forth in this table, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the amount to be registered includes an indeterminate number of shares of the Registrant’s common stock, $.01 par value (the “Common Stock”), that may become issuable as a result of stock dividends, stock splits or similar transactions, as provided in the 2011 Equity Incentive Plan, as amended.

(2)The registration fee was calculated pursuant to Rule 457(c) under the Securities Act, based on the average of the high and low price per share of the Common Stock on the New York Stock Exchange on May 22, 2020.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement is being filed by ManpowerGroup Inc. (the “Registrant”) pursuant to General Instruction E to Form S-8 under the Securities Act. The information included and incorporated by reference in the registration statements on Form S-8 filed by the Registrant (Registration Nos. 333-174305 and 333-195833) pursuant to the Securities Act on May 18, 2011 and May 9, 2014, respectively, is incorporated by reference into this Registration Statement.

Exhibits

4.1	2011 Equity Incentive Plan of ManpowerGroup Inc. (Amended and Restated Effective May 8, 2020)
5.1	Opinion of Godfrey & Kahn, S.C.
23.1	Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1)
23.2	Consent of Deloitte & Touche LLP
24.1	Powers of Attorney

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on May 29, 2020.

MANPOWERGROUP INC.

By: /s/ Richard Buchband

Richard Buchband

Senior Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date

/s/ Jonas Prising	Chief Executive Officer and a Director	May 29, 2020
Jonas Prising	(Principal Executive Officer)

/s/ John T. McGinnis	Executive Vice President and Chief Financial	May 29, 2020
John T. McGinnis	Officer (Principal Financial Officer)

/s/ Donald Mondano	Senior Vice President, Global Controller and	May 29, 2020
Donald Mondano	Treasurer (Principal Accounting Officer)

*	Director	May 29, 2020
Gina R. Boswell

*	Director	May 29, 2020
Cari M. Dominguez

*	Director	May 29, 2020
William Downe

*	Director	May 29, 2020
John F. Ferraro

*	Director	May 29, 2020
Patricia A. Hemingway Hall

*	Director	May 29, 2020
Julie M. Howard

*	Director	May 29, 2020
Ulice Payne, Jr.

*	Director	May 29, 2020
Paul Read

*	Director	May 29, 2020
Elizabeth P. Sartain

*	Director	May 29, 2020
Michael J. Van Handel



By: /s/ Richard Buchband		May 29, 2020
Richard Buchband
Attorney-in-Fact*

*Pursuant to authority granted by powers of attorney, copies of which are filed herewith.