UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2019
OMNICOM GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
|
New York (State or other jurisdiction |
1-10551 (Commission |
13-1514814 (IRS Employer |
|
437 Madison Avenue, New York, NY (Address of principal executive offices) |
10022 (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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, par value $0.15 per share | OMC | New York Stock Exchange |
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 20, 2019 in Boston, Massachusetts. At the Annual Meeting, the Company’s shareholders (i) elected 11 individuals to the Board of Directors (the “Board”), (ii) approved an advisory resolution to approve executive compensation, (iii) ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019, and (iv) did not approve a shareholder proposal requiring an independent Board Chairman. 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 10, 2019 (the “Proxy Statement”).
(b) Proposal 1
The Company’s shareholders elected 11 individuals to the Board as set forth below:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| John D. Wren | 178,707,340 | 5,791,825 | 1,482,904 | 13,867,592 | ||||
| Alan R. Batkin | 182,050,636 | 3,731,813 | 199,621 | 13,867,592 | ||||
| Mary C. Choksi | 183,211,852 | 2,574,714 | 195,503 | 13,867,592 | ||||
| Robert Charles Clark | 174,488,596 | 11,285,057 | 208,416 | 13,867,592 | ||||
| Leonard S. Coleman, Jr. | 174,147,073 | 11,621,745 | 213,251 | 13,867,592 | ||||
| Susan S. Denison | 174,630,698 | 11,164,046 | 187,325 | 13,867,592 | ||||
| Ronnie S. Hawkins | 184,146,569 | 1,625,752 | 209,749 | 13,867,592 | ||||
| Deborah J. Kissire | 185,666,874 | 107,128 | 208,067 | 13,867,592 | ||||
| Gracia C. Martore | 184,203,413 | 1,577,317 | 201,339 | 13,867,592 | ||||
| Linda Johnson Rice | 178,294,971 | 7,486,732 | 200,366 | 13,867,592 | ||||
| Valerie M. Williams | 185,681,352 | 91,693 | 209,024 | 13,867,592 |
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 | |||
| 169,170,273 | 16,485,223 | 326,318 | 13,867,847 |
Proposal 3
The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019.
| Votes For | Votes Against | Abstentions | ||
| 197,747,000 | 1,847,284 | 255,378 |
Proposal 4
The Company’s shareholders did not approve a shareholder proposal requiring an independent Board Chairman.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 42,609,170 | 142,846,257 | 526,642 | 13,867,592 |
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 23, 2019 | ||
| By: | /s/ Michael J. O’Brien | |
| Name: | Michael J. O’Brien | |
| Title: | Senior Vice President, General Counsel and Secretary | |