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
Number

 

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
Number

 

Description

3.2   By-Laws of Omnicom Group Inc., as amended and restated on May 22, 2012.