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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 5, 2026

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
3.700% Senior Notes due 2032	OMC/32	New York Stock Exchange
2.250% Senior Notes due 2033	OMC/33	New York Stock Exchange
3.850% Senior Notes due 2034	OMC/34	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 5, 2026. At the Annual Meeting, the Company’s shareholders (i) elected 14 individuals to the Board of Directors of the Company (the “Board”), (ii) approved an advisory resolution to approve executive compensation, and (iii) ratified the appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026. 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 March 26, 2026 (the “Proxy Statement”).

(b)	Proposal 1

The Company’s shareholders elected 14 individuals to the Board as set forth below:

Name	Votes For		Votes Against		Abstentions		Broker Non-Votes
John D. Wren		227,927,526		14,252,670		119,536		17,803,205
Mary C. Choksi		231,053,749		11,085,158		160,825		17,803,205
Leonard S. Coleman, Jr.		226,474,968		15,619,733		205,031		17,803,205
Mark D. Gerstein		241,132,014		974,080		193,638		17,803,205
Ronnie S. Hawkins		234,462,854		7,631,361		205,517		17,803,205
Deborah J. Kissire		235,500,505		6,603,733		195,494		17,803,205
Philippe Krakowsky		238,617,961		3,523,140		158,631		17,803,205
Gracia C. Martore		231,386,212		10,705,439		208,081		17,803,205
Patrick Q. Moore		241,177,113		952,411		170,208		17,803,205
Patricia Salas Pineda		238,728,349		3,342,061		229,322		17,803,205
Linda Johnson Rice		228,421,638		13,668,644		209,450		17,803,205
Cassandra Santos		239,020,874		3,089,071		189,787		17,803,205
Valerie M. Williams		232,910,542		9,205,607		183,583		17,803,205
E. Lee Wyatt Jr.		241,116,022		1,020,048		163,662		17,803,205

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
136,696,153		104,956,047		647,532		17,803,205

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, 2026.

Votes For		Votes Against		Abstentions
250,249,015		9,733,072		120,850

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 8, 2026
	By:	/s/ Louis F. Januzzi
	Name:	Louis F. Januzzi
	Title:	Senior Vice President, General Counsel and Secretary