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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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):
Securities registered pursuant to Section 12(b) of the Act:
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On May 4, 2021, the shareholders of Omnicom Group Inc. (the “Company”) approved the Omnicom Group Inc. 2021 Incentive Award Plan (the “Plan”). A more detailed description of the Plan is available in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2021 (the “Proxy Statement”) under the heading, “Item 4—Approval of the Omnicom Group Inc. 2021 Incentive Award Plan,” which description is incorporated by reference herein.
The foregoing summary and the description incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is included as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held its annual meeting of shareholders (the “Annual Meeting”) on May 4, 2021. At the Annual Meeting, the Company’s shareholders (i) elected nine 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, 2021, (iv) approved the Omnicom Group Inc. 2021 Incentive Award Plan, and (v) approved a shareholder proposal regarding political spending disclosure. The proposals are described in more detail in the Proxy Statement.
(b) Proposal 1
The Company’s shareholders elected nine individuals to the Board as set forth below:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| John D. Wren | 162,884,813 | 14,636,518 | 864,142 | 13,963,672 | ||||
| Mary C. Choksi | 176,673,694 | 1,599,137 | 112,642 | 13,963,672 | ||||
| Leonard S. Coleman, Jr. | 154,313,908 | 23,327,836 | 743,729 | 13,963,672 | ||||
| Susan S. Denison | 161,088,039 | 17,181,644 | 115,790 | 13,963,672 | ||||
| Ronnie S. Hawkins | 177,590,098 | 646,147 | 149,228 | 13,963,672 | ||||
| Deborah J. Kissire | 176,473,531 | 1,758,550 | 153,392 | 13,963,672 | ||||
| Gracia C. Martore | 177,285,320 | 947,919 | 152,234 | 13,963,672 | ||||
| Linda Johnson Rice | 163,427,305 | 14,838,847 | 119,321 | 13,963,672 | ||||
| Valerie M. Williams | 177,469,591 | 795,157 | 120,725 | 13,963,672 |
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 | ||||
| 156,162,467 | 21,151,661 | 1,071,345 | 13,963,672 |
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, 2021.
| Votes For | Votes Against | Abstentions | |||
| 188,332,684 | 3,828,722 | 187,739 |
Proposal 4
The Company’s shareholders approved the Omnicom Group Inc. 2021 Incentive Award Plan as set forth in the Proxy Statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 171,140,414 | 6,159,823 | 1,085,236 | 13,963,672 |
Proposal 5
The Company’s shareholders approved a shareholder proposal regarding political spending disclosure as described in the Proxy Statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| 90,658,267 | 86,964,153 | 763,054 | 13,963,672 |
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description | ||
| 10.1 | Omnicom Group Inc. 2021 Incentive Award Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 25, 2021). | ||
| 104 | 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.
| Omnicom Group Inc. | ||
| Date: May 7, 2021 | ||
| By: | /s/ Michael J. O’Brien | |
| Name: | Michael J. O’Brien | |
| Title: | Executive Vice President, General Counsel and Secretary | |
