Current Report Filing (8-k)
09 Mai 2022 - 10:02PM
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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 3, 2022
OMNICOM GROUP INC.
(Exact Name of Registrant as Specified in its
Charter)
New York |
|
1-10551 |
|
13-1514814 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
280 Park Avenue, New York, NY | |
10017 |
(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)) |
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 |
0.800% Senior Notes due 2027 | |
OMC/27 | |
New York Stock Exchange |
1.400% Senior Notes due 2031 | |
OMC/31 | |
New York Stock Exchange |
2.250% Senior Notes due 2033 | |
OMC/33 | |
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 3, 2022. At the
Annual Meeting, the Company’s shareholders (i) elected ten individuals to the Board of Directors of the Company (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, 2022, and (iv) did not approve a shareholder proposal regarding political
spending disclosure. 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 March 24, 2022 (the “Proxy Statement”).
(b) Proposal 1
The Company’s shareholders elected ten individuals
to the Board as set forth below:
Name | |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
John D. Wren | |
| 161,975,483 | | |
| 10,125,863 | | |
| 815,457 | | |
| 14,760,549 | |
Mary C. Choksi | |
| 168,705,549 | | |
| 4,112,117 | | |
| 99,138 | | |
| 14,760,549 | |
Leonard S. Coleman, Jr. | |
| 158,193,346 | | |
| 14,179,427 | | |
| 544,031 | | |
| 14,760,549 | |
Mark D. Gerstein | |
| 172,567,345 | | |
| 240,920 | | |
| 108,539 | | |
| 14,760,549 | |
Ronnie S. Hawkins | |
| 172,103,620 | | |
| 708,066 | | |
| 105,118 | | |
| 14,760,549 | |
Deborah J. Kissire | |
| 169,625,725 | | |
| 3,191,293 | | |
| 99,785 | | |
| 14,760,549 | |
Gracia C. Martore | |
| 172,274,050 | | |
| 544,048 | | |
| 98,706 | | |
| 14,760,549 | |
Patricia Salas Pineda | |
| 172,434,872 | | |
| 385,356 | | |
| 96,576 | | |
| 14,760,549 | |
Linda Johnson Rice | |
| 163,345,648 | | |
| 9,175,222 | | |
| 395,934 | | |
| 14,760,549 | |
Valerie M. Williams | |
| 170,211,316 | | |
| 2,605,620 | | |
| 99,868 | | |
| 14,760,549 | |
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 |
156,307,905 | |
16,436,819 | |
172,079 | |
14,760,549 |
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, 2022.
Votes For | |
Votes Against | |
Abstentions |
182,589,095 | |
4,935,176 | |
153,082 |
Proposal 4
The Company’s shareholders
did not approve a shareholder proposal regarding political spending disclosure as described in the Proxy Statement.
Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
50,526,869 | |
121,857,194 | |
532,741 | |
14,760,549 |
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 9, 2022 |
|
|
|
By: |
/s/ Michael J. O’Brien |
|
Name: |
Michael J. O’Brien |
|
Title: |
Executive Vice President, General Counsel and Secretary |
2
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