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 6, 2025

 

 

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 6, 2025. 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, (iii) ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025, and (iv) voted against 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 27, 2025 (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			154,859,470				10,733,487				587,893				13,287,195
Mary C. Choksi			154,605,518				11,442,755				132,577				13,287,195
Leonard S. Coleman, Jr.			143,083,686				22,969,352				127,812				13,287,195
Mark D. Gerstein			165,462,566				585,513				132,771				13,287,195
Ronnie S. Hawkins			162,931,835				3,121,025				127,990				13,287,195
Deborah J. Kissire			153,273,852				12,775,330				131,668				13,287,195
Gracia C. Martore			154,510,644				11,547,235				122,971				13,287,195
Patricia Salas Pineda			163,369,510				2,681,483				129,857				13,287,195
Linda Johnson Rice			147,115,973				18,938,475				126,402				13,287,195
Cassandra Santos			165,456,912				597,814				126,124				13,287,195
Valerie M. Williams			153,295,088				12,760,369				125,393				13,287,195

 

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
	148,901,265				17,079,468				200,117				13,287,195

 

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, 2025.

 

Votes For				Votes Against				Abstentions
	166,894,902				12,411,279				161,864

 

Proposal 4

 

The Company’s shareholders voted against the shareholder proposal regarding an independent Board chairman as described in the Proxy Statement.

 

Votes For				Votes Against				Abstentions				Broker Non-Votes
	46,852,570				119,091,578				236,702				13,287,195

 

 

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 9, 2025
	By:	/s/ Louis F. Januzzi
	Name:	Louis F. Januzzi
	Title:	Senior Vice President, General Counsel and Secretary