Omnicom Group Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

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 5, 2026

 

 

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
3.850% Senior Notes due 2034		OMC/34		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 5, 2026. At the Annual Meeting, the Company’s shareholders (i) elected 14 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, 2026. 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 26, 2026 (the “Proxy Statement”).

 

(b)	Proposal 1

 

The Company’s shareholders elected 14 individuals to the Board as set forth below:

 

Name		Votes For				Votes Against				Abstentions				Broker Non-Votes
John D. Wren			227,927,526				14,252,670				119,536				17,803,205
Mary C. Choksi			231,053,749				11,085,158				160,825				17,803,205
Leonard S. Coleman, Jr.			226,474,968				15,619,733				205,031				17,803,205
Mark D. Gerstein			241,132,014				974,080				193,638				17,803,205
Ronnie S. Hawkins			234,462,854				7,631,361				205,517				17,803,205
Deborah J. Kissire			235,500,505				6,603,733				195,494				17,803,205
Philippe Krakowsky			238,617,961				3,523,140				158,631				17,803,205
Gracia C. Martore			231,386,212				10,705,439				208,081				17,803,205
Patrick Q. Moore			241,177,113				952,411				170,208				17,803,205
Patricia Salas Pineda			238,728,349				3,342,061				229,322				17,803,205
Linda Johnson Rice			228,421,638				13,668,644				209,450				17,803,205
Cassandra Santos			239,020,874				3,089,071				189,787				17,803,205
Valerie M. Williams			232,910,542				9,205,607				183,583				17,803,205
E. Lee Wyatt Jr.			241,116,022				1,020,048				163,662				17,803,205

 

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
136,696,153		104,956,047		647,532		17,803,205

 

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, 2026.

 

Votes For		Votes Against		Abstentions
250,249,015		9,733,072		120,850

 

 

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, 2026
	By:	/s/ Louis F. Januzzi
	Name:	Louis F. Januzzi
	Title:	Senior Vice President, General Counsel and Secretary