Executive Change · 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): May 4, 2021 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 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