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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): October 18,
2022
OMNICOM GROUP INC.
(Exact Name of Registrant as Specified in its Charter)
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New York
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1-10551
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13-1514814
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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280 Park Avenue, New York, NY
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10017 |
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(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:
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Title of each class |
Trading Symbol |
Name of each exchange on which registered |
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Common Stock, par value $0.15 per share |
OMC |
New York Stock Exchange |
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0.800% Senior Notes due 2027 |
OMC/27 |
New York Stock Exchange |
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1.400% Senior Notes due 2031 |
OMC/31 |
New York Stock Exchange |
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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 2.02. Results of Operations and Financial
Condition.
On October 18, 2022, Omnicom Group Inc. (“Omnicom” or the
“Company”) published an earnings release reporting its financial
results for the three and nine months ended September 30,
2022. A copy of the earnings release is attached as Exhibit 99.1
hereto and is incorporated by reference herein. Following the
publication of the earnings release, Omnicom hosted an earnings
call in which its financial results were discussed. The investor
presentation materials used for the call are attached as Exhibit
99.2 hereto and are incorporated by reference herein.
On October 18, 2022, Omnicom posted the materials attached as
Exhibits 99.1 and 99.2 on its website
(www.omnicomgroup.com).
Certain statements in the exhibits to this Current Report on Form
8-K constitute forward-looking statements, including statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. In addition, from time to time, the Company or its
representatives have made, or may make, forward-looking statements,
orally or in writing. These statements may discuss goals,
intentions and expectations as to future plans, trends, events,
results of operations or financial position, or otherwise, based on
current beliefs of the Company’s management as well as assumptions
made by, and information currently available to, the Company’s
management. Forward-looking statements may be accompanied by words
such as “aim,” “anticipate,” “believe,” “plan,” “could,” “should,”
“would,” “estimate,” “expect,” “forecast,” “future,” “guidance,”
“intend,” “may,” “will,” “possible,” “potential,” “predict,”
“project” or similar words, phrases or expressions. These
forward-looking statements are subject to various risks and
uncertainties, many of which are outside the Company’s control.
Therefore, you should not place undue reliance on such statements.
Factors that could cause actual results to differ materially from
those in the forward-looking statements include: adverse economic
conditions, including those caused by the the war in Ukraine; the
impact of the COVID-19 pandemic; severe and sustained inflation in
countries that comprise our major markets; rising interest rates;
supply chain issues affecting the distribution of our clients’
products; international, national or local economic conditions that
could adversely affect the Company or its clients; losses on media
purchases and production costs incurred on behalf of clients;
reductions in client spending, a slowdown in client payments and a
deterioration or a disruption in the credit markets; the ability to
attract new clients and retain existing clients in the manner
anticipated; changes in client advertising, marketing and corporate
communications requirements; failure to manage potential conflicts
of interest between or among clients; unanticipated changes
relating to competitive factors in the advertising, marketing and
corporate communications industries; the ability to hire and retain
key personnel; currency exchange rate fluctuations; reliance on
information technology systems; changes in legislation or
governmental regulations affecting the Company or its clients;
risks associated with assumptions the Company makes in connection
with its critical accounting estimates and legal proceedings; and
the Company’s international operations, which are subject to the
risks of currency repatriation restrictions, social or political
conditions and regulatory environment. The foregoing list of
factors is not exhaustive. You should carefully consider the
foregoing factors and the other risks and uncertainties that may
affect the Company’s business, including those described in Item
1A, “Risk Factors” and Item 7, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in our
Annual Report on Form 10-K for the year ended December 31,
2021 and in other documents filed from time to time with the
Securities and Exchange Commission. Except as required under
applicable law, the Company does not assume any obligation to
update these forward-looking statements.
The foregoing information (including the exhibits hereto) is being
furnished and shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933, as amended, except as expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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99.2 |
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104 |
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The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL |
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.
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Omnicom Group Inc. |
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By: |
/s/ Andrew L. Castellaneta |
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Name: |
Andrew L. Castellaneta |
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Title: |
Senior Vice President,
Chief Accounting Officer
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Date: October 18, 2022
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