8-K

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): December 12, 2023

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
2.250% Senior Notes due 2033	OMC/33	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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 12, 2023, the Board of Directors (the “Board”) of Omnicom Group Inc. (the “Company”) increased the size of the Board from ten persons to eleven persons and elected Cassandra Santos as a director to fill the vacancy created by such increase, effective January 1, 2024. Ms. Santos will hold office as a director on the Board from January 1, 2024 until the Company’s next annual meeting of shareholders or until a successor is elected and qualified or until her earlier resignation or removal. Ms. Santos was also appointed to serve, effective January 1, 2024, on the Finance Committee of the Board.

Ms. Santos does not have a 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. Santos and any other person pursuant to which she was selected as a director.

Ms. Santos 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 Year 2022” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 23, 2023.

A copy of the press release issued by the Company on December 18, 2023, which announces the election of Ms. Santos to the Board, is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated December 18, 2023.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

1

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: December 18, 2023
	By:	/s/ Louis F. Januzzi
	Name:	Louis F. Januzzi
	Title:	Senior Vice President, General Counsel and Secretary

2

EX-99.1

Exhibit 99.1

Omnicom Appoints Casey Santos to Board of Directors

NEW YORK, Dec. 18, 2023 — Omnicom (NYSE: OMC) today announced that Casey Santos has been appointed as an independent director to its Board of Directors and as a member of the Finance Committee, effective January 1, 2024.

“We are thrilled to welcome Casey to our esteemed Board of Directors, which is known for the diverse perspectives it brings together,” said John Wren, Chairman and CEO of Omnicom. “Casey has deep expertise in technology, digital transformation and AI, bringing new perspectives highly relevant to Omnicom. Her career path is truly a remarkable one, and her unique experiences make her a valuable addition to our Board.”

The appointment increases the size of the Board of Directors to 11 members, 10 of whom are independent, including seven who are women and six who are ethnically diverse.

Santos is currently Chief Information Officer at Asurion, where she leads the organization’s global technology and procurement teams and strategy. Prior to her work at Asurion, she held technology leadership roles in the finance industry, including roles at Alliance Bernstein, General Atlantic and McKinsey. She began her career as a NASA Flight Controller supporting over 20 space shuttle missions.

Santos received her Bachelor of Science degree in aeronautics and astronautics from MIT and holds dual master’s degrees from the University of Pennsylvania. She is the Board Chair of the Greater Nashville Technology Council, Board Director of Horizon Blue Cross Blue Shield of New Jersey, and a Board Member of Nashville Electric Service. She also works with non-profits to help advance Science, Technology, Engineering, and Mathematics (STEM) education and technology leadership for all.

To learn more about Omnicom’s Board of Directors, please visit https://www.omnicomgroup.com/about/corporate-governance.

About Omnicom

Omnicom (www.omnicomgroup.com) is a leading global marketing and corporate communications company. Omnicom’s branded networks and numerous specialty firms offer services in advertising, strategic media planning and buying, precision marketing, commerce and branding, experiential, customer relationship marketing (CRM), public relations, healthcare marketing and other specialty communications services to over 5,000 clients in more than 70 countries.

XML

Cover	Dec. 12, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2023
Entity File Number	1-10551
Entity Registrant Name	OMNICOM GROUP INC.
Entity Central Index Key	0000029989
Entity Tax Identification Number	13-1514814
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	280 Park Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	212
Local Phone Number	415-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.15 per share
Title of 12(b) Security	Common Stock, par value $0.15 per share
Trading Symbol	OMC
Security Exchange Name	NYSE
0.800% Senior Notes due 2027
Title of 12(b) Security	0.800% Senior Notes due 2027
Trading Symbol	OMC/27
Security Exchange Name	NYSE
1.400% Senior Notes due 2031
Title of 12(b) Security	1.400% Senior Notes due 2031
Trading Symbol	OMC/31
Security Exchange Name	NYSE
2.250% Senior Notes due 2033
Title of 12(b) Security	2.250% Senior Notes due 2033
Trading Symbol	OMC/33
Security Exchange Name	NYSE