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): February 15, 2018

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 February 15, 2018, the Board of Directors (the “Board”) of Omnicom Group Inc. (the “Company”) voted to increase the size of the Board from thirteen persons to fourteen persons and to elect Ronnie S. Hawkins as a new director to fill the vacancy created by such increase, effective immediately. Mr. Hawkins will hold office as a director on the Board until the Company’s next annual meeting of shareholders and until his successor is elected and qualified or until his earlier resignation or removal. Mr. Hawkins has been appointed to serve on the Finance Committee of the Board.

Mr. Hawkins 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 Mr. Hawkins and any other person pursuant to which he was selected as a director.

Mr. Hawkins will receive compensation for his 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. Mr. Hawkins’s compensation for service as a non-employee director from the date of his election to the end of 2018 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 February 16, 2018, which announces the appointment of Mr. Hawkins, 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 February 16, 2018.

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: February 22, 2018	Omnicom Group Inc.
	By:	/s/ Michael J. O’Brien
	Name:	Michael J. O’Brien
	Title:	Senior Vice President, General Counsel, and Secretary

EX-99.1

Exhibit 99.1

Ronnie S. Hawkins Appointed to Omnicom Group Board of Directors

NEW YORK, February 16, 2018 — The Board of Directors of Omnicom Group Inc. (NYSE: OMC) announced the appointment of Ronnie S. Hawkins as an Independent Director, effective immediately.

Mr. Hawkins’ appointment increases the size of the Board of Directors to 14 members, 12 of whom are independent. He will be a member of the Finance Committee.

 
“It is a pleasure to welcome Ronnie to the Board of Directors,” said Bruce Crawford, Omnicom’s Chairman. “Ronnie comes to us with years of experience in international mergers and acquisitions, joint ventures, start-ups and divestitures, and I’m confident that he is going to be a great addition to our Board.”

Mr. Hawkins is currently Managing Director, Head of International Investments and a member of the Investment Committee of EIG Global Energy Partners. He joined EIG in 2014 and was named to the Investment Committee in 2017. In these roles, Mr. Hawkins leads EIG’s efforts to identify, execute and manage energy investments outside the U.S. Previously, Mr. Hawkins held positions as a senior executive in the banking industry where he led numerous corporate financings for large companies including equity, debt and structured financings.

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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.

Press Contacts

Joanne Trout, 212-415-3669, joanne.trout@omnicomgroup.com