Omnicom Group (OMC) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 28, 2026, to approve the 2026 Incentive Award Plan, following the acquisition of The Interpublic Group of Companies, Inc. (IPG).

• The Plan is designed to align incentives for the expanded workforce and support retention, performance, and shareholder value creation.

• The Plan replaces all prior equity plans, with a new share reserve of 27,390,000 shares, and is expected to fund equity compensation needs for at least five years.

• The Plan incorporates best practices, including minimum vesting periods, no evergreen feature, no automatic grants, and no tax gross-ups.

Voting matters and shareholder proposals

• Shareholders are asked to vote on the approval of the 2026 Incentive Award Plan; the Board unanimously recommends a vote in favor.

• Approval requires a majority of shares voting at the meeting; abstentions and broker non-votes have no effect.

• Proxy access allows shareholders with 3%+ ownership for 3 years to nominate up to 20% of directors.

Board of directors and corporate governance

• The Compensation Committee is composed solely of independent directors, with no interlocks or insider participation.

• Non-employee directors receive annual cash retainers, meeting fees, and quarterly stock awards, with increased compensation effective January 2025.

• Directors are subject to stock ownership guidelines and may defer stock awards.