Omnicom Group (OMC) Proxy filing summary

Executive summary

• Completed the acquisition of The Interpublic Group of Companies (IPG), creating the world's leading marketing and sales company and launching the next-generation Omni marketing intelligence platform leveraging AI.

• Board approved a $5 billion share repurchase program and outlined strategic priorities and capital allocation at a recent Investor Day.

• Board refreshment continued, with three former IPG directors joining in 2025 and ongoing focus on succession planning and talent development.

Voting matters and shareholder proposals

• Shareholders will vote on electing 14 director nominees, an advisory resolution to approve executive compensation, and ratification of KPMG LLP as independent auditors for 2026.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• Proxy access rights allow shareholders with 3%+ ownership for 3 years to nominate up to 20% of the Board.

Board of directors and corporate governance

• 12 of 14 director nominees are independent; Board committees are fully independent.

• Board composition reflects diversity in gender, ethnicity, and skills, with ongoing refreshment and skill set analysis.

• Lead Independent Director role enhanced in 2023; Mary C. Choksi appointed effective January 2024.

• Board and committee evaluations are conducted annually; overboarding policy and strong equity ownership requirements in place.