Current Report Filing (8-k)
09 Mai 2022 - 10:02PM
Edgar (US Regulatory)
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2022-05-03 2022-05-03 0000029989
OMC:Sec0.800SeniorNotesDue2027Member 2022-05-03 2022-05-03
0000029989 OMC:Sec1.400SeniorNotesDue2031Member 2022-05-03
2022-05-03 0000029989 OMC:Sec2.250SeniorNotesDue2033Member
2022-05-03 2022-05-03 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
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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