Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
(d) On October 18, 2016, the Board of Directors (the "Board") of Omnicom Group
Inc. (the "Company") voted to increase the size of the Board from twelve persons
to thirteen persons and to elect Valerie Williams as a new director to fill the
vacancy created by such increase, effective immediately. Ms. Williams 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. Williams has not yet been appointed to serve
on any committees of the Board.
Ms. Williams 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. Williams
and any other person pursuant to which she was selected as a director.
Ms. Williams 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 2015" in the
Company's Notice of 2016 Annual Meeting of Shareholders and Proxy Statement
filed with the Securities and Exchange Commission on April 14, 2016. Ms.
Williams' compensation for service as a non-employee director from the date of
her election to the end of 2016 will be prorated to reflect the remainder of the
Company's annual non-employee director compensation program.
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