Omnicom Group Inc. Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: OMC · Form: DEF 14A · Filed: Mar 28, 2024 · CIK: 29989

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Engagement, Corporate Governance, Omnicom Group

TL;DR

<b>Omnicom Group Inc. has released its proxy statement for the May 7, 2024, annual shareholder meeting, detailing strategic achievements and leadership transitions.</b>

AI Summary

OMNICOM GROUP INC. (OMC) filed a Proxy Statement (DEF 14A) with the SEC on March 28, 2024. Omnicom Group Inc. filed its Definitive Proxy Statement on Schedule 14A on March 28, 2024. The filing pertains to the company's Annual Meeting of Shareholders scheduled for May 7, 2024, at 10:00 a.m. Eastern Daylight Time. The meeting will be held at Flywheel Digital, 1801 Porter Street, Suite 300, Baltimore, MD 21230. The proxy statement includes a letter from Omnicom's Lead Independent Director, who assumed the role on January 1, 2024. The letter highlights the company's successful execution of strategic priorities and commitment to talent growth in 2023.

Why It Matters

For investors and stakeholders tracking OMNICOM GROUP INC., this filing contains several important signals. This filing provides shareholders with essential information regarding the upcoming annual meeting, including the date, time, and location, as well as key messages from the Board of Directors. Shareholders can review the company's performance in 2023 and the Board's commitment to long-term value creation, influencing their voting decisions on corporate matters.

Risk Assessment

Risk Level: low — OMNICOM GROUP INC. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, containing standard disclosures and no immediate material financial or operational changes.

Analyst Insight

Shareholders should review the proxy statement to understand the company's strategic direction and governance before the May 7th annual meeting.

Executive Compensation

NameTitleTotal Compensation
Lead Independent DirectorLead Independent Director

Key Numbers

Key Players & Entities

FAQ

When did OMNICOM GROUP INC. file this DEF 14A?

OMNICOM GROUP INC. filed this Proxy Statement (DEF 14A) with the SEC on March 28, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by OMNICOM GROUP INC. (OMC).

Where can I read the original DEF 14A filing from OMNICOM GROUP INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by OMNICOM GROUP INC..

What are the key takeaways from OMNICOM GROUP INC.'s DEF 14A?

OMNICOM GROUP INC. filed this DEF 14A on March 28, 2024. Key takeaways: Omnicom Group Inc. filed its Definitive Proxy Statement on Schedule 14A on March 28, 2024.. The filing pertains to the company's Annual Meeting of Shareholders scheduled for May 7, 2024, at 10:00 a.m. Eastern Daylight Time.. The meeting will be held at Flywheel Digital, 1801 Porter Street, Suite 300, Baltimore, MD 21230..

Is OMNICOM GROUP INC. a risky investment based on this filing?

Based on this DEF 14A, OMNICOM GROUP INC. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting, containing standard disclosures and no immediate material financial or operational changes.

What should investors do after reading OMNICOM GROUP INC.'s DEF 14A?

Shareholders should review the proxy statement to understand the company's strategic direction and governance before the May 7th annual meeting. The overall sentiment from this filing is neutral.

How does OMNICOM GROUP INC. compare to its industry peers?

Omnicom Group operates in the advertising and marketing services industry, providing a wide range of services including advertising, media, digital, and specialty communications.

Are there regulatory concerns for OMNICOM GROUP INC.?

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

Industry Context

Omnicom Group operates in the advertising and marketing services industry, providing a wide range of services including advertising, media, digital, and specialty communications.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

  1. Review the full proxy statement for details on director nominees and executive compensation.
  2. Attend or vote by proxy for the Annual Meeting of Shareholders on May 7, 2024.
  3. Evaluate the company's 2023 strategic execution and future value creation plans.

Key Dates

Year-Over-Year Comparison

This is the initial filing of the 2024 proxy statement, providing forward-looking information for the upcoming annual meeting.

Filing Stats: 4,364 words · 17 min read · ~15 pages · Grade level 15.4 · Accepted 2024-03-28 16:06:49

Key Financial Figures

Filing Documents

: Election of Directors

ITEM 1: Election of Directors The Board recommends a vote FOR each of the director nominees. We have conducted a comprehensive evaluation of director skill sets to enable each director's unique qualifications and attributes to collectively support the oversight of Omnicom's management. Each of our directors is elected annually by a majority of votes cast. 10 of Omnicom's 11 director nominees are independent, and each of the Audit, Compensation, Governance and Finance Committees is comprised solely of independent directors. Diversity is a core value across our organization. A majority of our director nominees are women, four are Black and two are Hispanic/Latinx. The Audit, Compensation and Finance Committees are all Chaired by directors who are women, and the Chair of the Governance Committee is Black. See page 13 for further information DIRECTOR NOMINEES Name and Age Principal Occupation Director Since Omnicom Committees Other Current Public Company Boards Mary C. Choksi, ( I ), 73 Lead Independent Director Former Founding Partner and Senior Managing Director, Strategic Investment Group 2011 A (Chair) C White Mountains Insurance Group, Ltd. Leonard S. Coleman, Jr. ( I ), 75 Former President, National League of Professional Baseball Clubs 1993 C G (Chair) Hess Corporation Mark D. Gerstein, ( I ), 64 Former Partner, Latham & Watkins LLP 2022 A F Ronnie S. Hawkins, ( I ), 55 Partner, Global Infrastructure Partners 2018 C G Deborah J. Kissire, ( I ), 66 Former Vice Chair and Regional Managing Partner, EY 2016 A F (Chair) Cable One, Inc. Axalta Coating Systems Ltd. Celanese Corporation Gracia C. Martore, ( I ), 72 Former President and Chief Executive Officer, TEGNA Inc. 2017 A C (Chair) WestRock Company United Rentals, Inc. Patricia Salas Pineda, ( I ), 72 Former Group Vice President of Hispanic Business Strategy, Toyota Motor North America 2022 G F Frontier Group Holdings, Inc. Portland Gener

Executive compensation program

Executive compensation program Diversity, Equity and Inclusion ("DE&I") efforts across the organization Environmental sustainability initiatives Human capital management initiatives Governance practices 6 2024 Proxy Statement Table of Contents PROXY SUMMARY We have made a number of changes in recent years in response to the feedback we have received from our ongoing shareholder engagement efforts, which management regularly reviews with the Board, including: Topics discussed with shareholders Board and management actions in response to feedback Board Leadership – A large majority of our shareholders indicated they are supportive of the Board's thoughtful approach to its leadership structure given our strong Lead Independent Director role, the critical nature of our Chairman's relationships with clients and key management around the world in our professional services business, and the complex nature of our rapidly changing industry. The role and responsibilities of our Lead Independent Director are robust and clearly defined, and the Board further strengthened the Lead Independent Director role in 2023 by enhancing existing responsibilities and codifying additional responsibilities. Mr. Coleman stepped down from the Lead Independent Director role at the end of 2023, and the Board appointed Ms. Choksi as our new Lead Independent Director effective January 1, 2024. Our Lead Independent Director is elected by the independent directors annually. The Board continues to evaluate its leadership structure on an ongoing basis to enable its structure to be in the best interest of shareholders. Board Refreshment – Shareholders are pleased with the level of progress we have shown to meaningfully refresh and further diversify our Board. The Board has implemented a thoughtful approach to ongoing refreshment, bringing fresh perspectives and relevant skill sets to the Board. Seven of our 10 independent director nominees have been appointed since 2016, inclu

: Advisory Resolution to Approve Executive Compensation

ITEM 2: Advisory Resolution to Approve Executive Compensation The Board recommends a vote FOR this voting item. We closely tie pay to current and long-term Company performance; We maintain a high degree of variable "at-risk" compensation; We establish challenging quantitative performance metrics that align with our business strategy, which determine 80% of our 2023 Annual Incentive Award; We determine 20% of our 2023 Annual Incentive Award by assessing certain qualitative performance metrics, including DE&I, environmental sustainability, human capital management and employee training initiatives, and corporate responsibility and integrity; and We sustain competitive compensation levels. See page 42 for further information www.omnicomgroup.com 9 Table of Contents PROXY SUMMARY E XECUTIVE COMPENSATION HIGHLIGHTS 2023 Performance Overview and Highlights Omnicom finished 2023 on a strong note. Our full year revenue was $14,692.2 million, with organic growth of 4.1%; operating income was $2,104.7 million and adjusted operating income was $2,231.9 million; operating margin was 14.3% and adjusted operating margin was 15.2%; and diluted EPS was $6.91 and adjusted diluted EPS was $7.41. We generated approximately $1.4 billion in net cash provided by operating activities, an increase of 53.4% compared to the full year 2022, and approximately $1.9 billion in free cash flow, an increase of 6.5% compared to the full year 2022. We returned $1.1 billion to shareholders through dividends and share repurchases and ended the year with $4.4 billion in cash and cash equivalents. See Annex A for the definitions of adjusted operating income, adjusted operating margin, adjusted diluted EPS and free cash flow, which are non -GAAP measures, and a reconciliation of each non -GAAP measure to the most directly comparable GAAP measure. Our return on equity was 40.5% in 2023, while our return on invested capital was 25.8%. As we move into 2024, Omnicom's liquidity and

: Ratify the appointment of KPMG LLP as our independent

ITEM 3: Ratify the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2024 The Board recommends a vote FOR this voting item. See page 77 for further information www.omnicomgroup.com 11 Table of Contents TABLE OF CONTENTS Notice of 2024 Annual Meeting of Shareholders 3 Proxy Summary 4 Proxy Statement 13 ITEM 1 Election of Directors 13 Omnicom Board of Directors 13 Board's Role and Responsibilities 28 Diversity, Equity and Inclusion 30 Shareholder Engagement and Responsiveness 33 Board Leadership Structure 34 Board Policies and Processes 38 Directors' Compensation for Fiscal Year 2023 40 ITEM 2 Advisory Resolution to Approve

Executive Compensation

Executive Compensation 42

Executive Compensation

Executive Compensation 43 Executive Summary 44 Compensation Committee Report 51 Compensation Discussion & Analysis 52 Summary Compensation Table for 2023 66 Grants of Plan-Based Awards in 2023 67 Outstanding Equity Awards at 2023 Year-End 68 Option Exercises and Stock Vested in 2023 69 Nonqualified Deferred Compensation in 2023 69 Potential Payments Upon Termination of Employment or Change in Control 69 Pay Ratio Disclosure 73 Pay Versus Performance Table 74 ITEM 3 Ratification of the Appointment of Independent Auditors 77 Fees Paid to Independent Auditors 77 Audit Committee Report 78 Stock Ownership Information 79

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 79 Delinquent Section 16(a) Reports 80 Equity Compensation Plans 81 Information About Voting and the Meeting 82 Record Date Shares Outstanding 82 Quorum; Required Vote; Effect of Abstentions and Broker Non-Votes 82 Voting Prior to the Meeting 82 Voting at the Meeting 83 "Default" Voting 83 Right to Revoke 83 Tabulation of Votes 83 Additional Information 84 Expense of Solicitation 84 Incorporation by Reference 84 Availability of Certain Documents 84 Delivery of Documents to Shareholders Sharing an Address 84

Forward-Looking Statements

Forward-Looking Statements 85 Shareholder Proposals and Director Nominations for the 2025 Annual Meeting 86 Annex A 87 Non-GAAP Financial Information 87 12 2024 Proxy Statement Table of Contents PROXY STATEMENT

— ELECTION OF DIRECTORS

ITEM 1 — ELECTION OF DIRECTORS Omnicom Board of Directors The Board of Directors (the "Board") of Omnicom Group Inc., a New York corporation ("Omnicom," the "Company," "we," "us" or "our"), currently consists of 11 directors: 10 independent directors and John D. Wren, our Chairman and Chief Executive Officer. Each director stands for election annually and is elected by a majority of votes cast (in an uncontested election). Our Board values the views of our investors regarding board composition and, in response to investor input, has made board refreshment a priority. Our Board succession planning process has resulted in seven of our 10 independent director nominees joining the Board since 2016, bringing important and complementary skills to the Board's overall composition. Cassandra Santos, the former Chief Information Officer at Asurion, joined our Board and Finance Committee on January 1, 2024. Patricia Salas Pineda, the former Group Vice President of Hispanic Business Strategy for Toyota Motor North America, Inc., joined our Board and Governance Committee in February 2022 and was appointed to the Finance Committee in May 2023. Mark D. Gerstein, a former Partner at Latham & Watkins LLP, joined our Board and Finance Committee in May 2022 and was appointed to the Audit Committee in May 2023. Four additional independent directors have joined our Board since 2016, reflecting robust Board refreshment and contr

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