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 7, 2024     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 3.700% Senior Notes due 2032   OMC/32   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 7, 2024. At the Annual Meeting, the Company’s shareholders (i) elected 11 individuals to the Board of Directors of the Company (the “Board”), (ii) approved an advisory resolution to approve executive compensation, and (iii) ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024. 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 28, 2024 (the “Proxy Statement”).   (b) Proposal 1   The Company’s shareholders elected 11 individuals to the Board as set forth below:   Name   Votes For   Votes Against   Abstentions   Broker Non-Votes John D. Wren   156,920,172   8,029,806   72,872   13,172,491 Mary C. Choksi   158,201,727   6,747,999   73,125   13,172,491 Leonard S. Coleman, Jr.   149,180,405   9,646,540   6,195,905   13,172,491 Mark D. Gerstein   164,283,484   675,524   63,843   13,172,491 Ronnie S. Hawkins   162,122,555   2,835,464   64,832   13,172,491 Deborah J. Kissire   152,326,506   12,588,615   107,729   13,172,491 Gracia C. Martore   161,225,160   3,725,351   72,340   13,172,491 Patricia Salas Pineda   162,481,755   2,470,062   71,033   13,172,491 Linda Johnson Rice   151,992,663   6,793,652   6,236,536   13,172,491 Cassandra Santos   164,819,955   128,255   74,641   13,172,491 Valerie M. Williams   152,292,188   12,624,563   106,099   13,172,491   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 149,367,304   15,491,241   164,306   13,172,491   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, 2024.   Votes For   Votes Against   Abstentions 164,876,792   13,214,915   103,635   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 13, 2024       By: /s/ Louis F. Januzzi   Name:  Louis F. Januzzi   Title: Senior Vice President, General Counsel and Secretary     2