UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 22, 2012
OMNICOM GROUP INC.
(Exact name of registrant as specified in its charter)
| New York (State or other jurisdiction of incorporation) |
1-10551 (Commission File Number) |
13-1514814 (IRS Employer Identification No.) |
| 437 Madison Avenue, New York, NY | 10022 |
| (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 (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year
(a) On May 22, 2012, the shareholders of Omnicom Group Inc. (the “Company”) approved an amendment to the By-laws to enable one or more shareholders holding not less than 25% of the voting power of the Company to call a special meeting of shareholders. The Company’s By-laws previously provided that special meetings of shareholders may be called by the Board of Directors or the President and must be called by the President or the Secretary upon the written request of a majority of the Board of Directors. The amendment revises Article I, Section 4 of the By-laws to allow one or more shareholders holding not less than 25% of the voting power of the Company to call a special meeting of shareholders.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, as amended, a copy of which is filed as Exhibit 3.2 to this report and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The Company held its annual meeting of shareholders (the “Annual Meeting”) on May 22, 2012 in San Francisco, CA. At the Annual Meeting, the Company’s shareholders elected 13 individuals to the Board of Directors, approved Proposals 2, 3 and 4 and rejected Proposal 5 (as specified below). The proposals are described in more detail in the Proxy Statement.
(b) Proposal 1
The Company’s shareholders elected 13 individuals to the Board of Directors as set forth below:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| John D. Wren | 225,147,077 | 1,828,782 | 680,912 | 16,617,152 | ||||
| Bruce Crawford | 225,243,100 | 1,734,862 | 678,809 | 16,617,152 | ||||
| Alan R. Batkin | 204,610,124 | 22,297,870 | 748,776 | 16,617,152 | ||||
| Mary C. Choksi | 226,755,894 | 147,963 | 752,914 | 16,617,152 | ||||
| Robert Charles Clark | 226,496,460 | 351,680 | 808,630 | 16,617,152 | ||||
| Leonard S. Coleman, Jr. | 193,134,407 | 33,712,075 | 810,288 | 16,617,152 | ||||
| Errol M. Cook | 226,470,253 | 366,968 | 819,550 | 16,617,152 | ||||
| Susan S. Denison | 204,479,172 | 22,428,749 | 748,850 | 16,617,152 | ||||
| Michael A. Henning | 204,628,103 | 22,278,561 | 750,107 | 16,617,152 | ||||
| John R. Murphy | 225,019,262 | 1,884,024 | 753,485 | 16,617,152 | ||||
| John R. Purcell | 225,013,128 | 1,891,816 | 751,826 | 16,617,152 | ||||
| Linda Johnson Rice | 205,128,266 | 21,758,959 | 769,546 | 16,617,152 | ||||
| Gary L. Roubos | 204,392,232 | 22,545,087 | 719,452 | 16,617,152 |
Proposal 2
The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent auditors for the 2012 fiscal year.
| Votes For | Votes Against | Abstentions | ||
| 242,452,576 | 940,487 | 880,860 |
Proposal 3
The Company’s shareholders approved an amendment to the By-laws to allow one or more shareholders holding not less than 25% of the voting power of the Company to call a special meeting of shareholders.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 226,620,018 | 309,466 | 726,788 | 16,617,651 |
Proposal 4
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 | |||
| 186,231,620 | 40,558,672 | 865,980 | 16,617,651 |
Proposal 5
The Company’s shareholders voted against the shareholder proposal described in the Proxy Statement.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 71,487,296 | 140,140,879 | 16,028,098 | 16,617,651 |
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following are furnished herewith:
|
Exhibit |
Description | |
| 3.2 | By-Laws of Omnicom Group Inc., as amended and restated on May 22, 2012. |
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 24, 2012 | ||
| By: | /s/ Michael J. O’Brien | |
| Name: | Michael J. O’Brien | |
| Title: | Senior Vice President, General Counsel and Secretary | |
EXHIBIT INDEX
|
Exhibit |
Description | |
| 3.2 | By-Laws of Omnicom Group Inc., as amended and restated on May 22, 2012. |