8-K

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): July 13, 2017

OMNICOM GROUP INC.
(Exact Name of Registrant as Specified in 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
(Address of Principal Executive Offices)  10022
(Zip Code)  

Registrants’ telephone number, including area code: (212) 415-3600

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box 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.):

□ 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 13c under the Exchange Act

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On July 13, 2017, the Board of Directors (the “Board”) of Omnicom Group Inc. (the “Company”) elected Gracia C. Martore as a member of the Board, effective immediately. Ms. Martore will hold office as a director on the Board until the Company’s next annual meeting of shareholders and until her successor is elected and qualified or until her earlier resignation or removal. Ms. Martore has been appointed to serve on the Audit Committee of the Board.

Ms. Martore has no direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Martore and any other person pursuant to which she was selected as a director.

Ms. Martore will receive compensation for her service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors. A description of the Company’s non-employee director compensation can be found under the caption “Directors’ Compensation for Fiscal 2016” in the Company’s Notice of 2017 Annual Meeting of Shareholders and Proxy Statement filed with the Securities and Exchange Commission on April 13, 2017. Ms. Martore’s compensation for service as a non-employee director from the date of her election to the end of 2017 will be prorated to reflect the remainder of the Company’s annual non-employee director compensation program.

A copy of the press release issued by the Company on July 18, 2017, which announces the appointment of Ms. Martore, is attached hereto as Exhibit 99.1 and incorporated herein by reference

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 18, 2017.

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.

Date: July 18, 2017	Omnicom Group Inc.
	By:	/s/ Michael J. O’Brien
	Name:	Michael J. O’Brien
	Title:	Senior Vice President, General Counsel, and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated July 18, 2017.

EX-99.1

Exhibit 99.1 

Gracia Martore Joins Omnicom’s Board of Directors

Joins Deborah Kissire and Valerie Williams as part of Omnicom’s Board Refreshment

NEW YORK, July 18, 2017 —The Board of Directors of Omnicom Group Inc. (NYSE: OMC) today announced the appointment of Gracia Martore as an independent director, effective immediately. Ms. Martore recently retired as President and CEO of TEGNA Inc. (NYSE:TGNA), formerly known as Gannett Co.

Ms. Martore’s appointment expands the Board to 13 directors, 11 of whom are independent. She will be a member of the audit committee.

“We conducted an exhaustive search for someone who would further strengthen our board’s breadth of talent and background, and we are delighted to have identified such an outstanding leader,” said Bruce Crawford, Chairman of the Omnicom Board of Directors. “Gracia’s expertise in business transformation, as well as running a leading media company, will be of great benefit to Omnicom.”

Ms. Martore, 65, served as CEO, TEGNA Inc., the nation’s largest local media company since 2011. She stepped down last May as part of the company’s spin off of Cars.com, the top online destination for the digital automotive marketplace. Ms. Martore held various leadership roles over her 30-year career at both TEGNA and the Gannett Company, including Chief Financial Officer before being named CEO. Prior to joining Gannett, she worked for 12 years in the banking industry.

Ms. Martore serves on the Boards of Directors of The Associated Press, FM Global, United Rentals and WestRock Company. Ms. Martore is a graduate of Wellesley College where she was a Wellesley Scholar. She is also a member of Wellesley College’s Board of Trustees.

Ms. Martore now joins Debbie Kissire and Valerie Williams who have been appointed to the Board since the Company began its Board Refreshment process in early 2016.  Since then, three long-serving board members have stepped down.  The company continues to take meaningful steps towards adding Board members with a wealth of experience and diverse points of view.

“As a former Fortune 500 CEO, Gracia knows how important it is for corporations today to be diverse in every aspect and we are thrilled to welcome her as Omnicom’s newest independent director,” said John Wren, President and CEO, Omnicom Group. “Our commitment to a diverse and inclusive workforce starts at the top with Omnicom’s independent Board of Directors now including six women and three African Americans. I

 

look forward to working with this outstanding group as we enter our third decade as a leader in the marketing and communications business.”

About Omnicom Group Inc.

Omnicom Group (www.omnicomgroup.com) is a leading global marketing and corporate communications company.  Omnicom’s branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries. Follow us on Twitter for the latest news.

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Press Inquiries:

Joanne Trout

Joanne.Trout@omnicomgroup.com