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 2, 2023       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:   ☐ 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 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 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 2, 2023. At the Annual Meeting, the Company’s shareholders (i) elected 10 individuals to the Board of Directors of the Company (the “Board”), (ii) approved an advisory resolution to approve executive compensation, (iii) approved, on an advisory basis, a frequency of every one year for future shareholder advisory resolutions to approve executive compensation, (iv) ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023, and (v) did not approve a shareholder proposal regarding an independent Board Chairman. 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 March 23, 2023 (the “Proxy Statement”).   (b) Proposal 1   The Company’s shareholders elected 10 individuals to the Board as set forth below:   Name   Votes For     Votes Against     Abstentions     Broker Non-Votes   John D. Wren     157,611,385       7,971,346       900,098       14,872,320   Mary C. Choksi     160,739,681       5,511,780       231,369       14,872,320   Leonard S. Coleman, Jr.     154,631,904       11,618,038       232,888       14,872,320   Mark D. Gerstein     165,805,539       441,575       235,716       14,872,320   Ronnie S. Hawkins     165,525,772       722,676       234,382       14,872,320   Deborah J. Kissire     159,264,767       6,986,439       231,624       14,872,320   Gracia C. Martore     164,593,426       1,653,682       235,722       14,872,320   Patricia Salas Pineda     164,953,663       1,289,058       240,109       14,872,320   Linda Johnson Rice     154,148,780       12,097,215       236,835       14,872,320   Valerie M. Williams     159,218,853       7,030,182       233,795       14,872,320     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 154,681,251   11,444,959   356,620   14,872,320   Proposal 3   The Company’s shareholders approved, on an advisory basis, a frequency of every one year for future shareholder advisory resolutions to approve executive compensation.   One Year   Two Years   Three Years   Abstentions   Broker Non-Votes 164,131,727   85,864   2,000,482   264,756   14,872,320   Proposal 4   The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023.   Votes For   Votes Against   Abstentions 168,450,025   12,637,708   267,416   Proposal 5   The Company’s shareholders did not approve a shareholder proposal regarding an independent Board Chairman as described in the Proxy Statement.   Votes For   Votes Against   Abstentions   Broker Non-Votes 48,295,575   115,900,663   2,286,591   14,872,320   (d) Based on the result of the vote on Proposal 3, and consistent with the recommendation of the Board, the Board has determined to hold an advisory vote to approve executive compensation every year until the next required advisory vote on the frequency of future advisory resolutions to approve executive compensation.   1     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 8, 2023       By: /s/ Louis F. Januzzi   Name:  Louis F. Januzzi   Title: Senior Vice President, General Counsel and Secretary     2