Current Report Filing (8-k)
May 24 2018 - 4:06PM
Edgar (US Regulatory)
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 22, 2018
OMNICOM
GROUP INC.
(Exact Name of Registrant as Specified
in its Charter)
New York
(State or other jurisdiction
of incorporation)
|
1-10551
(Commission
File Number)
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13-1514814
(IRS Employer
Identification No.)
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437 Madison Avenue, New York, NY
(Address of principal executive offices)
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10022
(Zip Code)
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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):
|
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
¨
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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 22, 2018 in New York, New York. 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, 2018, and (iv) approved a shareholder proposal regarding the ownership threshold for calling special
shareholder meetings. 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 12, 2018 (the “Proxy Statement”).
(b)
Proposal 1
The Company’s shareholders elected 11
individuals to the Board as set forth below:
Name
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Votes For
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Votes Against
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Abstentions
|
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Broker Non-Votes
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John D. Wren
|
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185,491,120
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5,011,847
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475,267
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13,705,955
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Alan R. Batkin
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190,065,543
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788,675
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124,015
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13,705,955
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Mary C. Choksi
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189,526,773
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1,334,725
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116,736
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13,705,955
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Robert Charles Clark
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183,641,595
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7,214,612
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122,027
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13,705,955
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Leonard S. Coleman, Jr.
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181,207,461
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9,644,964
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125,808
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13,705,955
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Susan S. Denison
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184,561,662
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6,301,170
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115,402
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13,705,955
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Ronnie S. Hawkins
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190,610,281
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249,944
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118,009
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13,705,955
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Deborah J. Kissire
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190,675,191
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203,331
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99,712
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13,705,955
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Gracia C. Martore
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190,651,821
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210,707
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115,706
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13,705,955
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Linda Johnson Rice
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185,565,983
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5,334,404
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77,847
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13,705,955
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Valerie M. Williams
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190,619,284
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246,053
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112,897
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13,705,955
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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
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Votes Against
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Abstentions
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Broker Non-Votes
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166,197,995
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24,621,048
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158,930
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13,706,216
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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, 2018.
Votes For
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Votes Against
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Abstentions
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200,873,793
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3,739,777
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70,619
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Proposal 4
The Company’s shareholders approved a
shareholder proposal regarding the ownership threshold for calling special shareholder meetings.
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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95,895,851
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94,665,067
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417,054
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13,706,216
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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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Date:
May 24, 2018
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|
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By:
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/s/ Michael J. O’Brien
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Name:
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Michael J. O’Brien
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Title:
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Senior Vice President, General Counsel, and Secretary
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