Executive Change

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): December 12, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   On December 12, 2023, the Board of Directors (the “Board”) of Omnicom Group Inc. (the “Company”) increased the size of the Board from ten persons to eleven persons and elected Cassandra Santos as a director to fill the vacancy created by such increase, effective January 1, 2024. Ms. Santos will hold office as a director on the Board from January 1, 2024 until the Company’s next annual meeting of shareholders or until a successor is elected and qualified or until her earlier resignation or removal. Ms. Santos was also appointed to serve, effective January 1, 2024, on the Finance Committee of the Board.   Ms. Santos does not have a direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Santos and any other person pursuant to which she was selected as a director.   Ms. Santos will receive compensation for her service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors. A description of the Company’s non-employee director compensation can be found under the caption “Directors’ Compensation for Fiscal Year 2022” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 23, 2023.   A copy of the press release issued by the Company on December 18, 2023, which announces the election of Ms. Santos to the Board, is attached hereto as Exhibit 99.1 and incorporated herein by reference.   Item 9.01. Financial Statements and Exhibits.   (d) Exhibits.   Exhibit Number   Description   99.1   Press Release dated December 18, 2023. 104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.     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: December 18, 2023       By: /s/ Louis F. Januzzi   Name: Louis F. Januzzi   Title: Senior Vice President, General Counsel and Secretary     2