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) May 25, 2017

 

OMNICOM GROUP INC.
(Exact name of registrant as specified in its charter)

 

New York
(State or other jurisdiction of incorporation)
   1-10551
(Commission File Number)
   13-1514814
(IRS Employer Identification No.)

 

437 Madison Avenue, New York, NY 10022
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (212) 415-3600

 

Not Applicable
(Former name or former address, if changed since last report)

 

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 (see General Instruction A.2. below):

 

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  Soliciting material pursuant to Rule 14a-12 under the Exchange 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act. ☐

   
   

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

(a)     Omnicom Group Inc. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on May 25, 2017 in Chicago, Illinois. At the Annual Meeting, the Company’s shareholders (i) elected 12 individuals to the Board of Directors (the “Board”), (ii) approved an advisory resolution to approve executive compensation, (iii) approved, on an advisory basis, a frequency of every one year for future shareholder advisory resolutions to approve executive compensation, and (iv) ratified the appointment of KPMG LLP as the Company’s independent auditors for the 2017 fiscal year . The proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 13, 2017 (the “Proxy Statement”).

 

(b)     Proposal 1

 

The Company’s shareholders elected 12 individuals to the Board as set forth below:

 

Name   Votes For   Votes Against   Abstentions   Broker Non-Votes
John D. Wren   193,481,976   1,405,018   85,214   14,902,314
Bruce Crawford   192,378,469   2,412,863   180,876   14,902,314
Alan R. Batkin   193,557,762   1,323,320   91,126   14,902,314
Mary C. Choksi   193,992,561   896,090   83,556   14,902,314
Robert Charles Clark   190,403,259   4,483,624   85,324   14,902,314
Leonard S. Coleman, Jr.   184,221,171   10,667,821   83,216   14,902,314
Susan S. Denison   187,076,339   7,815,939   79,929   14,902,314
Deborah J. Kissire   194,616,019   265,726   90,463   14,902,314
John R. Murphy   185,489,596   9,381,063   101,548   14,902,314
John R. Purcell   184,478,280   10,408,809   85,119   14,902,314
Linda Johnson Rice   187,212,103   7,681,900   78,204   14,902,314
Valerie M. Williams   194,625,233   263,570   83,405   14,902,314

 

Proposal 2

 

The Company’s shareholders approved an advisory resolution on the compensation of the Company’s named executive officers as reported in the Proxy Statement.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
181,322,469   13,293,988   355,440   14,902,624

 

Proposal 3

 

The Company’s shareholders approved, on an advisory basis, a frequency of every one year for future shareholder advisory resolutions to approve executive compensation.

 

One Year   Two Years   Three Years   Abstentions   Broker Non-Votes
177,128,849   207,612   17,426,443   208,994   14,902,624

 

Proposal 4

 

The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent auditors for the 2017 fiscal year.

 

Votes For   Votes Against   Abstentions
205,946,197   3,808,969   119,356

 

(d)     Based on the result of the vote on Proposal 3, and consistent with the recommendation of the Board, the Board has determined to hold an advisory vote to approve executive compensation every year until the next required advisory vote on the frequency of future advisory resolutions to approve executive compensation.

   
   

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.

 

  Omnicom Group Inc.
Date: May 31, 2017    
  By: /s/ Michael J. O’Brien
     
  Name: Michael J. O’Brien
  Title: Senior Vice President, General Counsel and Secretary