Shareholder Vote

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): June 9, 2020 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.) 437 Madison Avenue , New York , NY 10022 (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 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 June 9, 2020. 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, 2020, and (iv) did not approve a shareholder proposal regarding an amendment to the Company’s existing proxy access framework. 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 29, 2020 (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 167,865,836 9,525,855 1,157,355 12,313,806 Mary C. Choksi 176,049,626 2,412,333 87,087 12,313,806 Leonard S. Coleman, Jr. 153,122,770 25,336,143 90,133 12,313,806 Susan S. Denison 168,705,052 9,757,412 86,582 12,313,806 Ronnie S. Hawkins 178,159,547 298,237 91,262 12,313,806 Deborah J. Kissire 178,238,766 223,668 86,612 12,313,806 Gracia C. Martore 177,797,753 662,643 88,650 12,313,806 Linda Johnson Rice 171,224,467 7,238,907 85,672 12,313,806 Valerie M. Williams 178,244,639 214,731 89,676 12,313,806 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 161,662,362 16,625,612 261,073 12,313,806 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, 2020. Votes For Votes Against Abstentions 187,484,806 3,265,298 112,748 Proposal 4 The Company’s shareholders did not approve a shareholder proposal regarding an amendment to the Company’s existing proxy access framework. Votes For Votes Against Abstentions Broker Non-Votes 57,983,731 120,115,053 450,262 12,313,806 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: June 11, 2020 By: /s/ Michael J. O’Brien Name: Michael J. O’Brien Title: Executive Vice President, General Counsel, and Secretary