Shareholder Vote

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 20, 2019 OMNICOM GROUP INC. (Exact Name of Registrant as Specified in its 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) 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 ( see General Instruction A.2. below): ☐ 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 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 20, 2019 in Boston, Massachusetts. At the Annual Meeting, the Company’s shareholders (i) elected 11 individuals to the Board of Directors (the “Board”), (ii) approved an advisory resolution to approve executive compensation, (iii) ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2019, and (iv) did not approve a shareholder proposal requiring an independent Board Chairman. 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 April 10, 2019 (the “Proxy Statement”). (b) Proposal 1 The Company’s shareholders elected 11 individuals to the Board as set forth below: Name Votes For Votes Against Abstentions Broker Non-Votes John D. Wren 178,707,340 5,791,825 1,482,904 13,867,592 Alan R. Batkin 182,050,636 3,731,813 199,621 13,867,592 Mary C. Choksi 183,211,852 2,574,714 195,503 13,867,592 Robert Charles Clark 174,488,596 11,285,057 208,416 13,867,592 Leonard S. Coleman, Jr. 174,147,073 11,621,745 213,251 13,867,592 Susan S. Denison 174,630,698 11,164,046 187,325 13,867,592 Ronnie S. Hawkins 184,146,569 1,625,752 209,749 13,867,592 Deborah J. Kissire 185,666,874 107,128 208,067 13,867,592 Gracia C. Martore 184,203,413 1,577,317 201,339 13,867,592 Linda Johnson Rice 178,294,971 7,486,732 200,366 13,867,592 Valerie M. Williams 185,681,352 91,693 209,024 13,867,592 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 169,170,273 16,485,223 326,318 13,867,847 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, 2019. Votes For Votes Against Abstentions 197,747,000 1,847,284 255,378 Proposal 4 The Company’s shareholders did not approve a shareholder proposal requiring an independent Board Chairman. Votes For Votes Against Abstentions Broker Non-Votes 42,609,170 142,846,257 526,642 13,867,592 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 23, 2019 By: /s/ Michael J. O’Brien Name: Michael J. O’Brien Title: Senior Vice President, General Counsel and Secretary