Omnicom Group (NYSE: OMC) holders approve board slate, pay plan and KPMG

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Omnicom Group Inc. reported results of its annual shareholder meeting. Shareholders elected 14 directors to the Board, with each nominee receiving over 226 million votes in favor and substantial support relative to votes against and abstentions.

Investors also approved an advisory resolution on executive compensation, with 136,696,153 votes for and 104,956,047 against, and ratified KPMG LLP as independent auditors for the fiscal year ending December 31, 2026 by 250,249,015 votes for versus 9,733,072 against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for highest-supported director: 241,177,113 votes Say-on-pay votes for: 136,696,153 votes Say-on-pay votes against: 104,956,047 votes +3 more

6 metrics

Votes for highest-supported director 241,177,113 votes Patrick Q. Moore election to Board

Say-on-pay votes for 136,696,153 votes Advisory vote on executive compensation

Say-on-pay votes against 104,956,047 votes Advisory vote on executive compensation

Auditor ratification votes for 250,249,015 votes Ratification of KPMG LLP for 2026

Auditor ratification votes against 9,733,072 votes Ratification of KPMG LLP for 2026

Broker non-votes 17,803,205 shares Director and say-on-pay proposals

Key Terms

broker non-votes, advisory resolution, independent auditors, emerging growth company

4 terms

broker non-votes financial

"Broker Non-Votes 136,696,153 | | 104,956,047 | | 647,532 | | 17,803,205"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory resolution financial

"The Company’s shareholders approved an advisory resolution on the compensation"

An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.

independent auditors financial

"ratified the appointment of KPMG LLP as the Company’s independent auditors"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

emerging growth company regulatory

"Emerging growth company Item 5.07. Submission of Matters"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/08/2026 - 04:30 PM

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

Source: View Original Filing on SEC EDGAR

FAQ

What did Omnicom Group Inc. (OMC) shareholders decide about the Board of Directors?

Shareholders elected 14 directors to Omnicom Group Inc.’s Board. Each nominee, including John D. Wren and Philippe Krakowsky, received strong support with votes for ranging from about 226.5 million to 241.2 million, far exceeding votes against and abstentions reported in the meeting results.

How did Omnicom (OMC) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory resolution on compensation for Omnicom’s named executive officers. The vote totaled 136,696,153 shares in favor, 104,956,047 against, and 647,532 abstentions, with 17,803,205 broker non-votes, indicating overall support but with a meaningful level of opposition to the pay practices.

Which auditing firm did Omnicom Group Inc. (OMC) shareholders ratify for 2026?

Shareholders ratified KPMG LLP as Omnicom Group Inc.’s independent auditors for the fiscal year ending December 31, 2026. The ratification received 250,249,015 votes for, 9,733,072 against, and 120,850 abstentions, showing strong backing for continuing KPMG in the audit role.

Were there significant broker non-votes in Omnicom’s 2026 shareholder meeting results?

Yes. For director elections and the advisory say-on-pay proposal, Omnicom reported 17,803,205 broker non-votes. Broker non-votes represent shares held in street name where brokers did not receive specific voting instructions on non-routine matters, which can affect reported voting percentages.

How did support vary among Omnicom (OMC) director nominees in the 2026 vote?

Support for Omnicom’s director nominees was consistently high but varied somewhat. Votes for ranged from 226,474,968 (Leonard S. Coleman, Jr.) to 241,177,113 (Patrick Q. Moore), while votes against individual nominees ranged from under 1 million to about 15.6 million, plus limited abstentions.

Filing Exhibits & Attachments

4 documents