Here are the DEF 14A proxy statements from Omnicom Group Inc. (OMC) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A DEF 14A covers the proxy statement, with executive pay and the shareholder votes, so if you follow OMC and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full OMC filings page.
Omnicom Group Inc. asks shareholders to elect 14 directors, approve an advisory vote on executive compensation and ratify KPMG LLP as independent auditor at its virtual 2026 annual meeting. The proxy highlights the completed acquisition of Interpublic Group, related integration plans and sizeable expected synergies.
The Board emphasizes refreshed, diverse membership, with six nominees joining since 2022 and three directors coming from IPG. Governance features include a strong Lead Independent Director, majority voting for directors, proxy access and robust stock ownership and overboarding policies.
Compensation discussions focus on a redesigned package for Chairman and CEO John Wren, who agreed to extend his CEO term through 2028, reduce his base salary to $1 and forgo other cash or equity incentives in favor of a special stock option award that is fully at risk and tied to future stock performance. Other named executive officers’ annual incentives combine internal financial targets, peer-based metrics and qualitative goals tied to closing and integrating the IPG transaction.
Omnicom Group Inc. is asking shareholders to approve a new 2026 Incentive Award Plan at a virtual special meeting on January 28, 2026. The plan would authorize up to 27,390,000 shares of common stock for equity awards, reduced by one share for each share granted under prior plans after November 26, 2025, and would become the company’s sole active equity plan, replacing the 2021 plan and legacy IPG plans for new grants.
The Board ties this larger share pool to Omnicom’s November 26, 2025 acquisition of The Interpublic Group of Companies, citing the need to retain and incentivize a significantly expanded workforce. As of November 26, 2025, Omnicom reports 8,847,208 stock options/SARs outstanding, 4,101,056 unvested full-value awards, 316,768,248 shares outstanding, and a total fully diluted overhang of 11.3% including the proposed reserve. The plan includes features such as minimum one-year vesting (with limited exceptions), no evergreen provision, no tax gross-ups, no single-trigger change-in-control vesting where awards are assumed, and prohibitions on repricing underwater options or SARs without shareholder approval.
The proxy also summarizes 2024 director and executive pay. Named executive officers received base salaries ranging from $425,000 to $1,000,000 and 2024 annual incentive targets from $325,000 to $8,300,000, driven 80% by financial metrics (peer-relative and internal) and 20% by qualitative assessments. For 2024, the combined performance factor was 163.3%, leading to final annual incentive payouts such as $13,500,000 for CEO John Wren and $5,000,000 for President/COO Daryl Simm after discretionary downward adjustments. A substantial portion of incentives for senior leaders was delivered in stock options and RSUs, and performance-based RSUs for top executives vest based on three-year return on equity versus a peer group.