OMC 8-K Current Reports

Omnicom Group 8-K Report, Financial Results (Oct 22, 2026)

Omnicom Group Inc. (NYSE: OMC) reported results for the three and nine months ended September 30, 2026 in an earnings release (Exhibit 99.1) and investor presentation (Exhibit 99.2) furnished with this Form 8-K. For the third quarter, reported revenue was $6.4 billion, up $2.4 billion from the prior-year quarter, largely due to the acquisition of The Interpublic Group of Companies, Inc. (IPG), which closed November 26, 2025. Core Operations revenue was $6.0 billion with 7.2% organic growth, and Non-GAAP Adjusted EBITA was $1.1 billion at an 18.2% margin on a Core Operations basis. Reported diluted earnings per share were $2.38, and Non-GAAP Adjusted diluted EPS was $2.73, compared with $2.24 a year earlier. Reported operating income was $991.7 million for the quarter, versus $530.1 million in the prior-year quarter. Results include $84.7 million of repositioning costs, $40.4 million of integration and transaction costs, and a $106.8 million gain on the disposition of a subsidiary. Management stated the company is on track to deliver $900 million in cost-reduction synergies in 2026. The presentation notes year-to-date share repurchases of $3.2 billion and a Board authorization of under $5 billion. Long-term debt to EBITDA was 4.6x and net debt to EBITDA was 2.9x for the twelve months ended September 30, 2026. The filing is furnished under Items 2.02 and 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act. It also includes forward-looking statement cautions covering integration risks, client spending, currency, and AI-related factors.

Oct 22, 2026 8-K

Leadership Changes

Omnicom Group 8-K Report, Executive Changes (Oct 6, 2026)

Omnicom Group Inc. (OMC) filed a Current Report on Form 8-K dated October 6, 2026, under Item 5.02, reporting leadership changes in its accounting function. Andrew Castellaneta retired from his role as Senior Vice President and Chief Accounting Officer, effective immediately, as of October 1, 2026, after more than 25 years at the company. The filing states he will remain an employee for a period of time to facilitate a smooth transition, and that his retirement is not the result of any disagreement with the company on matters relating to its operations, policies or practices. On the same date, October 1, 2026, the Company's Board of Directors appointed Jordan Farnam as Vice President, Global Financial Reporting and Chief Accounting Officer, effective immediately. Mr. Farnam, age 44, joined Omnicom in January 2024 as Vice President, Global Financial Reporting. His prior roles include Corporate Controller at Consumer Edge LLC (2022 to 2024), Director, Technical Accounting at Spotify USA Inc. (2020 to 2022), and various positions at PricewaterhouseCoopers LLP, including Assurance Director. The filing contains no financial results, compensation terms, or other financial figures. For investors, the主要 development is an internal succession in the chief accounting officer role, with a long-tenured officer retiring and an existing senior finance executive elevated to the position.

Oct 6, 2026 8-K

Omnicom Group 8-K Report, Financial Results (Jul 28, 2026)

Omnicom Group Inc. reported results for the three and six months ended June 30, 2026, furnished under Items 2.02 and 7.01 with an earnings release (Exhibit 99.1) and an investor presentation (Exhibit 99.2). Reported revenue for the second quarter was $6.56 billion, up from $4.02 billion a year earlier, primarily due to the acquisition of The Interpublic Group of Companies, Inc. (IPG), which closed on November 26, 2025, plus constant currency revenue growth. Core Operations revenue, which excludes dispositions and held-for-sale businesses, was $6.0 billion with 6.1% organic growth. Reported operating income was $922.5 million and diluted EPS was $2.08. Non-GAAP Adjusted diluted EPS was $2.65, compared with $2.05 in the prior-year quarter, and the filing states this is up 29.3%. Margin expansion was the main positive in the quarter. Core Operations Adjusted EBITA was $1.1 billion, with a 17.8% margin versus 15.9% a year earlier, which the company attributes primarily to cost reduction synergies. Reported net income attributable to Omnicom was $584.8 million for the quarter and $990.0 million year to date. Integration, acquisition, and repositioning costs continued to weigh on reported results, totaling $87.1 million pre-tax in the quarter. Balance sheet and capital return items are notable for investors. Year-to-date stock repurchases were $2.99 billion, against a $5 billion program the company plans to complete by April 2027. Net debt was $6.62 billion at June 30, 2026, versus $2.98 billion a year earlier, and the company stated it was in compliance with its credit facility leverage covenant. Year-to-date net cash used in operating activities was $932.4 million, while Free Cash Flow was $1.50 billion.

Jul 28, 2026 8-K

Omnicom Group 8-K Report, Shareholder Vote Results (May 8, 2026)

Omnicom Group Inc. held its annual meeting of shareholders on May 5, 2026, and reported the results in this Current Report on Form 8-K dated May 8, 2026. Shareholders elected all 14 nominees to the Board of Directors, approved an advisory resolution on named executive officer compensation, and ratified the appointment of KPMG LLP as independent auditors for the fiscal year ending December 31, 2026. The proposals are described in the company's definitive proxy statement on Schedule 14A filed March 26, 2026. The say-on-pay proposal was the closest of the three votes. It received 136,696,153 votes for, 104,956,047 against, and 647,532 abstentions, with 17,803,205 broker non-votes. The filing does not state whether the advisory resolution is considered approved under the company's own standards beyond the stated outcome that shareholders approved it. The auditor ratification passed with 250,249,015 votes for, 9,733,072 against, and 120,850 abstentions. Among the directors, votes for ranged from 227,927,526 (John D. Wren) to 241,177,113 (Patrick Q. Moore). Votes against were concentrated in a few nominees, including Linda Johnson Rice (13,668,644), John D. Wren (14,252,670) and Leonard S. Coleman, Jr. (15,619,733). For investors, this filing is primarily a record of governance outcomes rather than a source of new financial results.

May 8, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Omnicom Group 8-K Report, Financial Results (Apr 28, 2026)

Omnicom Group Inc. filed this Form 8-K on April 28, 2026 to furnish its earnings release (Exhibit 99.1) and investor presentation (Exhibit 99.2) for the three months ended March 31, 2026. Reported revenue was $6.2 billion ($6,242.9 million), up from $3,690.4 million in the prior-year quarter, primarily due to the acquisition of The Interpublic Group of Companies, Inc. (IPG), which closed on November 26, 2025. Diluted earnings per share were $1.35 on a GAAP basis, compared with $1.45 a year earlier, and Non-GAAP Adjusted diluted EPS was $1.90, up from $1.70. Operating income was $646.2 million, and Non-GAAP Adjusted EBITA was $861.4 million with a 13.8% margin. On a Core Operations basis (net of dispositions and held-for-sale businesses), revenue was $5.6 billion, with 3.9% organic growth, and Adjusted EBITA was $833.5 million with a 14.8% margin, compared with 12.4% in the prior-year combined period. Management attributed the margin improvement primarily to cost reduction synergies. Reported results include $59.4 million of integration and transaction costs, $4.1 million of repositioning costs, and a $34.3 million loss on planned dispositions. Capital allocation was a major theme. The company reported $2.8 billion in share repurchases in the quarter ($2,777.6 million), with $3.5 billion expected in share repurchases during the year under a $5.0 billion authorization. Net debt stood at $5,689.4 million at March 31, 2026, and the company stated it was in compliance with the leverage ratio covenant in its credit facility. Weighted-average diluted shares rose to 299.2 million from 198.3 million, reflecting shares issued for the IPG acquisition.

Apr 28, 2026 8-K

Regulation FD

Omnicom Group 8-K Report, Regulation FD Disclosure (Mar 12, 2026)

Omnicom Group Inc. (OMC) is hosting an Investor Day on March 12, 2026 to present its growth strategy following the acquisition of The Interpublic Group of Companies, Inc. ("Interpublic"). The company is furnishing a financial update with its outlook for the year ending December 31, 2026, which is furnished under Item 7.01 and not deemed "filed" for Exchange Act purposes. Management expects revenue to grow approximately 4% on a constant currency basis in 2026 compared to a last-twelve-months base of $23.1 billion for Omnicom and Interpublic combined, net of planned dispositions. On cost, Omnicom expects $1.5 billion of cost reduction synergies over 30 months, with $900 million of cost reduction savings in 2026, of which 75% to 80% is expected to result in EBITA growth and margin improvement. The company also expects double-digit growth in Adjusted Net Income per diluted share. Capital allocation items include a recently completed $2.4 billion Senior Notes issuance at an average coupon of 4.6%, which partly funds the $1.4 billion repayment of 3.6% Senior Notes due April 2026, and an expected total debt to Adjusted EBITDA ratio of approximately 2.4x by year-end 2026. On shareholder returns, Omnicom expects to repurchase $3.0 billion to $3.5 billion of its common stock in 2026 under a recently approved $5 billion share repurchase program, under which it initiated a $2.5 billion Accelerated Share Repurchase arrangement. The filing also lists risk factors tied to integrating Interpublic, including retaining key personnel, realizing anticipated synergies, and managing a larger, more complex organization, alongside macroeconomic, client spending, currency, and AI-related risks.

Mar 12, 2026 8-K

Omnicom Group 8-K Report, Material Agreement (Mar 2, 2026)

Omnicom Group Inc. closed two public debt offerings on March 2, 2026. In the U.S., it sold $400 million of 4.200% Senior Notes due 2029, $700 million of 5.000% Senior Notes due 2033, and $600 million of 5.300% Senior Notes due 2036, for net proceeds of approximately $1.68 billion. The company plans to use these proceeds to repay its 3.600% Senior Notes due April 15, 2026, of which $1.4 billion was outstanding as of December 31, 2025, with any remainder going to general corporate purposes. The notes are unsecured, rank equally with existing and future unsecured senior indebtedness, and are registered under the company's Form S-3 shelf registration statement. Separately, Omnicom Finance Holdings plc, a wholly owned indirect subsidiary, closed a euro offering of €600 million of 3.850% Senior Notes due 2034, with net proceeds of approximately €594.5 million. The euro notes are fully and unconditionally guaranteed by Omnicom Group Inc. and have been approved for listing on the New York Stock Exchange. Proceeds are designated for general corporate purposes. For investors, the filing shows Omnicom refinancing a maturing debt tranche and extending its maturity profile to 2029 through 2036, with covenants limited to liens and mergers or asset sales. The indentures do not restrict unsecured debt incurrence or provide event-of-default protection against a ratings decline or takeover. Holders may require repurchase at 101% of principal upon a change of control triggering event.

Mar 2, 2026 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Omnicom Group 8-K Report, Financial Results (Feb 18, 2026)

Omnicom Group Inc. reported a fourth-quarter 2025 net loss attributable to Omnicom of $941.1 million, or $(4.02) per diluted share, on revenue of $5.5 billion, up 27.9%. The result reflects the November 26, 2025 closing of the Interpublic (IPG) merger, with one month of IPG included, and large one-time charges: $1.1 billion of severance and repositioning costs, $543.4 million of loss on disposition of subsidiaries, and $186.7 million of IPG transaction costs. Fourth-quarter operating loss was $977.2 million. On a non-GAAP adjusted basis, diluted EPS rose to $2.59 from $2.41, and Adjusted EBITA was $928.9 million, a 16.8% margin. For full year 2025, revenue was $17.3 billion, up 10.1%, and the company posted a net loss attributable to Omnicom of $54.5 million, or $(0.27) per diluted share. Operating income was $444.7 million, and Adjusted EBITA was $2.7 billion, a 15.6% margin. Non-GAAP adjusted diluted EPS was $8.65 versus $8.06 in 2024. Management said it has doubled its cost synergy target to $1.5 billion, with $900 million expected in 2026, and is simplifying its portfolio, including identifying businesses with about $2.5 billion of revenue for sale or exit. The Board approved a $5.0 billion share repurchase program, and Omnicom entered into $2.5 billion of accelerated share repurchase (ASR) arrangements funded with cash on hand. Initial share delivery is expected on February 20, 2026, with final settlement expected no later than the end of the second quarter of 2026. The presentation also indicates plans for an additional $500 million to $1 billion of repurchases during 2026. At year-end, total debt was $9.1 billion against cash of $6.9 billion, leaving net debt of $2.2 billion.

Feb 18, 2026 8-K

Omnicom Group 8-K Report, Executive Changes (Jan 29, 2026)

Omnicom Group Inc. filed this Form 8-K on January 29, 2026 to report two shareholder actions taken at a special meeting of shareholders held on January 28, 2026. At that meeting, shareholders approved the Omnicom 2026 Incentive Award Plan (the "Plan"). The filing states that the Plan is described in more detail in the company's definitive proxy statement on Schedule 14A filed December 22, 2025, and a copy of the full Plan is included as Exhibit 10.1 by reference to Annex A of that proxy statement. The vote on the Plan was 257,022,432 shares for, 8,600,690 against, and 223,223 abstentions, with no broker non-votes reported. Based on these figures, shareholders overwhelmingly supported the Plan. The filing does not disclose any financial results, guidance, or changes to executive officers or directors beyond the incentive plan approval. The 8-K was signed by Louis F. Januzzi, Senior Vice President, General Counsel and Secretary.

Jan 29, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Omnicom Group 8-K Report, Material Agreement (Dec 2, 2025)

On December 2, 2025, Omnicom Group Inc. completed its previously announced exchange offers and related consent solicitations on behalf of The Interpublic Group of Companies, Inc. (IPG), following the closing of its merger with IPG on November 26, 2025. Omnicom issued approximately $2.76 billion in aggregate principal amount of new Omnicom senior notes in exchange for tendered IPG notes, with the exchange offers capped at up to $2.95 billion aggregate principal amount of existing IPG notes. The new notes were issued under Omnicom's February 21, 2020 base indenture as supplemented by a Fifth Supplemental Indenture dated December 2, 2025, and carry fixed coupons of 4.650% (due 2028), 4.750% (due 2030), 2.400% (due 2031), 5.375% (due 2033), 3.375% (due 2041) and 5.400% (due 2048). They are unsecured senior obligations ranking equally with Omnicom's other unsecured senior unsubordinated debt. The Thirteenth Supplemental Indenture to IPG's 2012 base indenture, entered into August 22, 2025, became operative upon settlement of the exchanges and eliminates certain covenants, restrictive provisions and events of default from the existing IPG indentures. Remaining untendered IPG notes stay outstanding as IPG obligations under their existing terms as modified by these amendments. The filing lists the untendered principal amounts by series, including $48,574,000 of 2028 notes and $58,141,000 of 2030 notes. Omnicom also entered into a registration rights agreement with eight dealer managers, under which it agreed to use commercially reasonable efforts to file an exchange offer registration statement within 180 days of the December 2, 2025 settlement date, have it declared effective within 270 days, and complete the registered exchange offers within 365 days. The new notes include make-whole redemption provisions and a 101% change of control repurchase obligation. The Omnicom indenture contains limited covenants, restricting only certain liens and consolidations or mergers, and does not restrict incurrence of additional indebtedness.

Dec 2, 2025 8-K

Regulation FD

Omnicom Group 8-K Report, Regulation FD Disclosure (Dec 1, 2025)

Omnicom Group Inc. (OMC) furnished a Form 8-K under Item 7.01 (Regulation FD Disclosure) on December 1, 2025, announcing a press release about its strategy and executive leadership following its acquisition of The Interpublic Group of Companies, Inc. ("Interpublic"). The filing states the merger has been completed and that Omnicom engaged directly with many of its largest clients in the weeks before closing, reporting "overwhelmingly positive" feedback. The company says it will work with clients over the coming weeks to ensure a seamless transition, continuity of service, and accelerated delivery of its combined capabilities. The filing lays out a set of near-term milestones: a January appearance at CES 2026 in Las Vegas to unveil the "new Omnicom" and launch the next generation of Omni; year-end earnings in February 2026, which will include an update on integration and synergy expectations; and an investor day scheduled shortly after year-end results. Management says the investor day will include an update on the Board's evaluation of capital allocation, including an increase in the share repurchase program. The company also increased its dividend to $0.80 per share of common stock on November 26, 2025, which management cites as a reflection of confidence in durable cash generation and synergy capture. The filing's forward-looking statements flag key risks, most notably significant merger-related costs, post-merger integration, litigation, possible client or vendor losses, and the risk that anticipated merger benefits are not fully realized. Other risks include macroeconomic conditions, client spending, currency fluctuations, cybersecurity, and AI adoption. The disclosure is furnished, not filed, under Section 18 of the Exchange Act.

Dec 1, 2025 8-K

Leadership ChangesAcquisitions & DispositionsMaterial Agreements+4

Omnicom Group 8-K Report, Corporate Update (Nov 26, 2025)

Omnicom Group Inc. filed this Current Report on Form 8-K on November 26, 2025, to provide unaudited pro forma condensed combined financial information for itself and The Interpublic Group of Companies, Inc. (IPG), as of and for the nine months ended September 30, 2025, and for the year ended December 31, 2024. The filing supports Omnicom's exchange offers for IPG's outstanding notes, for up to $2.95 billion aggregate principal amount of new Omnicom senior notes, which are set to expire at 5:00 p.m. New York City time on November 28, 2025. Omnicom states it has received sufficient tenders and consents to consummate them. The exchange offers are conditioned on the pending merger, under which each IPG share converts into 0.344 Omnicom shares. The filing states that shareholders of both companies approved the merger on March 18, 2025, that all required regulatory approvals have been secured, and that closing is expected by the close of business on November 26, 2025. On a pro forma basis, combined revenue was $19,096.5 million for the nine months ended September 30, 2025, and $26,380.8 million for the year ended December 31, 2024. Pro forma net income attributed to shareholders was $927.8 million and $1,818.8 million for those periods, respectively, and pro forma diluted earnings per share were $2.89 and $5.63. Total estimated consideration is $9,066.6 million, including $8,953.6 million of equity consideration based on 124,355,614 Omnicom shares to be issued at $72.00 per share as of November 19, 2025. The purchase price allocation is preliminary, and the filing notes the final consideration could differ significantly because it depends on Omnicom's share price at closing. The pro forma figures exclude integration costs, severance, impairments, and expected synergies.

Nov 26, 2025 8-K

Omnicom Group 8-K Report, Material Agreement (Nov 26, 2025)

On November 26, 2025, Omnicom Group Inc. (OMC) completed its merger with The Interpublic Group of Companies, Inc. (IPG) under the Agreement and Plan of Merger dated December 8, 2024. Each IPG common share converted into the right to receive 0.344 shares of Omnicom common stock, with cash in lieu of fractional shares. Stock options were assumed and converted into Omnicom options, while IPG RSUs, PSUs and cash awards were assumed and converted into cash-settled awards. The press release attached as Exhibit 99.1 states that legacy Omnicom shareholders will own approximately 60.6% of the combined company and legacy IPG shareholders approximately 39.4%, on a fully diluted basis, with pro forma combined revenue in excess of $25 billion. Omnicom also entered into a Fourth Amended and Restated Five Year Credit Agreement on the same date. Among other changes, it increases the revolving facility from $2.5 billion to $3.5 billion, reduces the facility fee and applicable margin, extends the termination date for extending lenders from June 2, 2028 to November 26, 2030, and designates Omnicom as sole borrower under the revolving facility. In connection with the merger, the board increased its size from 11 to 14 directors and added Philippe Krakowsky, Patrick Q. Moore and E. Lee Wyatt Jr. Krakowsky, formerly IPG's CEO, was also appointed Co-President and Co-Chief Operating Officer of the Company effective at the Effective Time. The filing also details Krakowsky's employment and payment arrangements. These include a $1 million initial base salary and lump-sum cash payments tied to his former IPG change-in-control agreement, including $3.26 million, approximately $4.5 million, $627,340.69 and $3.0 million. The filing includes IPG's audited financial statements for 2024, 2023 and 2022, unaudited financial statements for the nine months ended September 30, 2025, and unaudited pro forma combined financial information for Omnicom, incorporated by reference to a separate Form 8-K.

Nov 26, 2025 8-K

Omnicom Group 8-K Report, Corporate Update (Oct 30, 2025)

Omnicom Group Inc. (NYSE: OMC) and The Interpublic Group of Companies, Inc. (NYSE: IPG) announced in a joint press release, furnished as Exhibit 99.1 to this Form 8-K, that Omnicom has extended the expiration date of its exchange offers and consent solicitations for IPG's outstanding notes from 5:00 p.m. New York City time on October 31, 2025 to 5:00 p.m. New York City time on November 28, 2025, unless further extended. The extension is tied to the expected closing of the merger between Omnicom and IPG by the end of November. Omnicom will issue new Omnicom notes in exchange for the IPG notes, subject to the closing of the offers and solicitations, which are conditioned upon the closing of the merger. As of 5:00 p.m. New York City time on October 29, 2025, holders had validly tendered $2.76 billion, or 93.60%, of the $2.95 billion aggregate principal amount of Existing IPG Notes across six series. Tender rates by series ranged from 89.97% for the 2028 notes to 98.83% for the 2041 notes. Omnicom also received consents sufficient to amend the IPG indentures on August 22, 2025, and the Proposed Amendments, which eliminate certain covenants, restrictive provisions and events of default, become operative only upon settlement and completion of the merger. Consents can no longer be revoked. If the merger is not expected to close by the expiration date, Omnicom anticipates further extending the offers until the merger is completed. The filing is largely procedural, but it signals that the merger timeline remains on track for late November. Investors in the IPG notes should note that the exchange is expected to reduce liquidity for untendered notes and reduce protections for remaining holders. The filing also cautions that completion of the merger is subject to regulatory approvals and other risks.

Oct 30, 2025 8-K

Omnicom Group 8-K Report, Financial Results (Oct 21, 2025)

Omnicom Group Inc. (NYSE: OMC) reported results for the three and nine months ended September 30, 2025 in an earnings release (Exhibit 99.1) and an accompanying investor presentation (Exhibit 99.2), both dated October 21, 2025. For the third quarter, revenue rose 4.0% to $4,037.1 million, with organic growth of 2.6%. Reported operating income fell 11.7% to $530.1 million, and the operating margin declined to 13.1% from 15.5%. Diluted EPS was $1.75 versus $1.95 a year earlier. Non-GAAP adjusted diluted EPS rose to $2.24 from $2.03, and Adjusted EBITA increased 4.6% to $651.0 million with a 16.1% margin. The gap between reported and adjusted figures reflects $60.8 million of acquisition-related costs and $38.6 million of repositioning costs, primarily severance, tied to the pending acquisition of The Interpublic Group of Companies, Inc. (IPG). For the nine months, revenue was $11,743.1 million and reported operating income was $1,421.9 million, with diluted EPS of $4.51 compared with $5.19 in the prior-year period. Free cash flow was $1,323.6 million, and net free cash flow was $360.1 million. Management stated it expects to close the IPG acquisition in the following month and reiterated confidence in its $750 million cost synergy target. Year-to-date share repurchases totaled $312 million. The company also reported total debt of $6,299.3 million and net debt of $2,892.8 million as of September 30, 2025.

Oct 21, 2025 8-K

Omnicom Group 8-K Report, Corporate Update (Sep 30, 2025)

Omnicom Group Inc. and The Interpublic Group of Companies, Inc. (IPG) announced on September 30, 2025 that regulatory approval for Omnicom's pending acquisition of IPG has been completed in all required jurisdictions other than Mexico and the European Union. The companies continue to expect the acquisition to close by December 31, 2025. Omnicom also extended the expiration date of its exchange offers and consent solicitations for IPG's outstanding notes from 5:00 p.m. New York City time on September 30, 2025 to 5:00 p.m. New York City time on October 31, 2025, unless further extended. The offers cover up to $2,950,000,000 aggregate principal amount of IPG notes, exchangeable for new Omnicom senior notes and cash. As of September 29, 2025, holders had validly tendered $2,758,875,000 in principal, or 93.52% of the total. On August 22, 2025, IPG executed a supplemental indenture that would eliminate certain covenants, restrictive provisions and events of default from the existing IPG indentures. Those amendments become operative only at settlement and only if the merger is completed. The filing states that if the merger is not expected to complete by the expiration date, Omnicom anticipates further extensions. The filing notes that the exchange offers are expected to reduce liquidity for IPG notes that are not exchanged and to reduce protections for remaining noteholders.

Sep 30, 2025 8-K

Omnicom Group 8-K Report, Corporate Update (Sep 9, 2025)

On September 9, 2025, Omnicom Group Inc. ("Omnicom") and The Interpublic Group of Companies, Inc. ("IPG") jointly announced that Omnicom extended the expiration date of its exchange offers and related consent solicitations for six series of outstanding IPG notes. The expiration date moves from 5:00 p.m. New York City time on September 9, 2025 to 5:00 p.m. on September 30, 2025, unless further extended. The exchange offers allow holders to exchange up to $2.95 billion aggregate principal amount of IPG notes for new senior notes issued by Omnicom, plus cash. The consent solicitations seek to eliminate certain covenants, restrictive provisions and events of default from the existing IPG indentures. As of 5:00 p.m. on September 8, 2025, holders had validly tendered $2,749,709,000 of the $2.95 billion in eligible principal, or 93.21%. Consents were received sufficient to amend the indentures on the August 22, 2025 early tender date, and IPG executed a supplemental indenture that day. The proposed amendments become operative only upon settlement, which is expected within two business days after the expiration date, and only if the pending merger between Omnicom and IPG is completed. If the merger is not expected to close by the expiration date, Omnicom anticipates further extensions until completion. The companies state that the regulatory approval process is progressing and that they expect to complete the transaction this year. The filing notes risks for holders who do not exchange: reduced liquidity for untendered IPG notes, and reduced protection under the amended indentures. The filing states that the exchange offers and consent solicitations are being made only to eligible holders under the offering memorandum dated August 11, 2025.

Sep 9, 2025 8-K

Omnicom Group 8-K Report, Corporate Update (Aug 25, 2025)

Omnicom Group Inc. (NYSE: OMC) and The Interpublic Group of Companies, Inc. (NYSE: IPG) announced the early participation results of Omnicom's offers to exchange up to $2.95 billion aggregate principal amount of six series of IPG notes for new Omnicom senior notes, together with solicitations of consents from IPG noteholders to eliminate certain covenants, restrictive provisions and events of default from the IPG indentures. As of 5:00 p.m. New York City time on August 22, 2025, holders representing between 89.67% and 98.77% of principal amount in each series had tendered and consented, exceeding the majority needed to adopt the Proposed Amendments. Consents can no longer be revoked, and IPG has executed the Thirteenth Supplemental Indenture, though the amendments only become operative at settlement. The tendered principal totals $2,749,909,000, or 93.22% of the $2.95 billion offered. Eligible holders who tendered by the Early Tender Date receive $1,000 of new Omnicom notes per $1,000 of IPG notes, plus a $1.00 cash consent payment and a $30.00 early tender payment in new Omnicom notes. Holders who tender after the Early Tender Date but by the Expiration Date of September 9, 2025 receive $1,000 of new notes but no consent payment. Settlement is expected within two business days after expiration, but the Expiration Date will be extended if the Merger is not expected to close by the settlement date. The settlement and the Proposed Amendments are conditioned on completion of Omnicom's pending acquisition of IPG under the Agreement and Plan of Merger dated December 8, 2024. The press release warns that the exchange is expected to reduce liquidity for untendered IPG notes and reduce protections for remaining holders.

Aug 25, 2025 8-K

Omnicom Group 8-K Report, Corporate Update (Aug 11, 2025)

On August 11, 2025, Omnicom Group Inc. ("Omnicom") and The Interpublic Group of Companies, Inc. ("IPG") announced that Omnicom has commenced offers to exchange any and all outstanding IPG senior notes across six series (due 2028, 2030, 2031, 2033, 2041 and 2048) for up to $2.95 billion aggregate principal amount of new Omnicom senior notes plus cash, alongside consent solicitations to strip certain covenants, restrictive provisions and events of default from the existing IPG indentures. The exchange offers and consent solicitations are conditioned on completion of the pending merger, under which IPG will become a wholly owned subsidiary of Omnicom. The filing states that the merger itself is not subject to completion of the exchange offers or consent solicitations. The filing also states that Omnicom intends to pursue an increase in the availability under its $2.5 billion unsecured multi-currency revolving credit facility and expects to retire IPG's existing $1.5 billion revolving credit facility upon completion of the merger. Exhibit 99.2 presents unaudited pro forma condensed combined financial information as at June 30, 2025 and for the six months then ended and the year ended December 31, 2024. Under the merger agreement, each IPG share converts into 0.344 Omnicom shares, and the filing estimates total consideration of $9,081.3 million based on an Omnicom share price of $71.11 as of August 1, 2025, with Omnicom expecting the merger to close in 2025. For investors, the key items are the scale of the debt exchange, the reduced protections that would apply to IPG notes not exchanged, and the pro forma combined figures, which show combined revenue of $26,380.8 million for 2024 and $12,565.4 million for the six months ended June 30, 2025, along with a preliminary goodwill estimate and purchase accounting adjustments that the filing says remain subject to material change.

Aug 11, 2025 8-K

Omnicom Group 8-K Report, Financial Results (Jul 15, 2025)

Omnicom Group Inc. reported results for the three and six months ended June 30, 2025, in an earnings release (Exhibit 99.1) and an accompanying investor presentation (Exhibit 99.2), both dated July 15, 2025. For the second quarter, revenue was $4,015.6 million, up 4.2% from $3,853.8 million, with organic growth of 3.0%. Reported operating income fell to $439.2 million from $510.3 million, and reported net income attributable to Omnicom fell to $257.6 million from $328.1 million, or $1.31 diluted EPS versus $1.65. The decline reflects $88.8 million of repositioning costs, primarily severance tied to efficiency initiatives, and $66.0 million of acquisition-related costs tied to the pending merger with The Interpublic Group of Companies, Inc. (IPG). On a non-GAAP adjusted basis, Q2 Adjusted EBITA rose 4.1% to $613.8 million with a 15.3% margin, and adjusted diluted EPS rose to $2.05 from $1.95. Media & Advertising grew 8.2% organically and Precision Marketing 5.0%, while Public Relations, Healthcare and Branding & Retail Commerce declined. Operating expenses rose 7.0% to $3,576.4 million. The filing states that the IPG transaction cleared U.S. antitrust review by the Federal Trade Commission in late June 2025, that five market approvals remained, and that the company continues to expect closing in the second half of 2025. The presentation also reports $223 million of share repurchases year to date and an estimated full-year 2025 repurchase level of $600 million.

Jul 15, 2025 8-K

Leadership ChangesExhibits & Filings

Omnicom Group 8-K Report, Corporate Update (Jun 23, 2025)

On June 23, 2025, Omnicom Group Inc. (NYSE: OMC) filed a Form 8-K under Item 8.01 (Other Events) attaching a press release announcing that the U.S. Federal Trade Commission has concluded its antitrust review of Omnicom's proposed acquisition of Interpublic (NYSE: IPG) and reached agreement with both companies on a mutually acceptable consent order. According to the press release, on June 23, 2025 the FTC granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The consent order is subject to a 30-day public comment period and then final acceptance by the FTC. Omnicom CEO John Wren said the company continues to seek the remaining regulatory approvals and expects to close the transaction in the second half of 2025, consistent with prior expectations. The filing's forward-looking statements caution that remaining regulatory approvals, conditions in the FTC consent order, integration risks, expected synergies, and dilution from the issuance of Omnicom shares could affect the transaction and the combined company's expected benefits.

Jun 23, 2025 8-K

Omnicom Group 8-K Report, Executive Changes (May 14, 2025)

On May 12, 2025, Omnicom Management Inc., Omnicom Group Inc., and John D. Wren entered into an amended and restated employment agreement under which Mr. Wren's term as Chairman and Chief Executive Officer of Omnicom continues through December 31, 2028 (the "Renewal Term"). During this period, he is expected to focus on completing the pending acquisition of The Interpublic Group of Companies, Inc. (IPG), integrating IPG after completion, continuing the transformation of Omnicom's business, and overseeing succession planning with the Lead Independent Director and Board. At the end of the Renewal Term, Mr. Wren will step down as CEO and remain employed as Executive Chairman while he serves on the Board. His employment may only be terminated before the end of the term for cause, death, or his resignation. Compensation changes are significant. Mr. Wren's annual base salary will be reduced from $1 million to $1.00 effective June 1, 2025. On May 12, 2025, he was granted a stock option to purchase 4,000,000 shares of Omnicom common stock at the closing price on the grant date, vesting pro-rata over the Renewal Term. He will receive no additional incentive compensation during the Renewal Term. The company states that this at-risk equity award aligns his incentives directly with shareholders, since his future compensation will be tied entirely to Omnicom's future performance. The filing also includes standard forward-looking statement cautions, principally tied to the pending IPG merger, including regulatory approval risk, integration risk, management and client retention, and the possibility that the merger is not completed in a timely manner or at all. The full employment agreement is filed as Exhibit 10.1.

May 14, 2025 8-K

Omnicom Group 8-K Report, Shareholder Vote Results (May 9, 2025)

Omnicom Group Inc. held its annual meeting of shareholders on May 6, 2025. Shareholders elected 11 individuals to the Board of Directors, approved an advisory resolution on executive compensation, ratified KPMG LLP as independent auditors for the fiscal year ending December 31, 2025, and voted against a shareholder proposal calling for an independent Board chairman. The proposals are described in the company's definitive proxy statement on Schedule 14A, filed March 27, 2025. All 11 director nominees received more votes for than against. Leonard S. Coleman, Jr. had the lowest support, with 143,083,686 votes for and 22,969,352 against. The say-on-pay resolution passed with 148,901,265 votes for and 17,079,468 against, with 200,117 abstentions and 13,287,195 broker non-votes. The KPMG ratification received 166,894,902 votes for and 12,411,279 against. The independent chairman proposal was defeated, with 46,852,570 votes for and 119,091,578 against, 236,702 abstentions, and 13,287,195 broker non-votes. The filing was signed by Louis F. Januzzi, Senior Vice President, General Counsel and Secretary, and dated May 9, 2025.

May 9, 2025 8-K

Omnicom Group 8-K Report, Financial Results (Apr 15, 2025)

Omnicom Group Inc. reported first-quarter 2025 results for the three months ended March 31, 2025, with revenue of $3.69 billion, up 1.6% from $3.63 billion, led by organic growth of 3.4%. Foreign currency translation reduced revenue by $59.2 million. Operating income fell $26.3 million, or 5.5%, to $452.6 million, and the operating margin declined to 12.3% from 13.2%. Net income attributable to Omnicom Group Inc. decreased $30.9 million, or 9.7%, to $287.7 million, and diluted EPS was $1.45, compared with $1.59 a year earlier. Results include $33.8 million of acquisition-related costs tied to the pending merger with The Interpublic Group of Companies, Inc. (IPG). On a non-GAAP basis, adjusted diluted EPS rose 1.8% to $1.70 from $1.67, and Adjusted EBITA rose 1.6% to $508.2 million, with the margin unchanged at 13.8%. Management said it is assessing how recent economic and market events will affect clients and the business for the rest of 2025, and it expects the IPG acquisition to close in the second half of 2025. Free cash flow was $386.5 million, compared with $415.1 million a year earlier. The filing also reports that stockholders of both companies approved the IPG transaction on March 18, 2025, with 93.5% of votes cast at Omnicom in favor and 99.6% at IPG. Share repurchases of $81.0 million began after that vote, and management expects full-year 2025 repurchases to approximate its historical level of $600 million. Total debt was $6.14 billion and cash and equivalents were $3.38 billion as of March 31, 2025.

Apr 15, 2025 8-K

Omnicom Group 8-K Report, Shareholder Vote Results (Mar 19, 2025)

On March 18, 2025, Omnicom Group Inc. held a special meeting of stockholders to vote on the issuance of Omnicom common stock to The Interpublic Group of Companies, Inc. (IPG) stockholders in connection with the proposed merger under the Agreement and Plan of Merger dated December 8, 2024. Under the merger structure, EXT Subsidiary Inc., a wholly owned subsidiary of Omnicom, will merge into IPG, with IPG surviving as a wholly owned subsidiary of Omnicom. The filing states the merger is expected to be completed in the second half of 2025. A quorum was present, with 166,768,270 of the 196,480,662 Omnicom common shares outstanding and entitled to vote as of the January 27, 2025 record date represented at the meeting. Stockholders approved the Omnicom Issuance Proposal, with 155,510,386 votes for, 10,776,253 against, and 481,631 abstentions. Because that proposal passed, the adjournment proposal was not needed and the meeting was not adjourned. The filing's forward-looking statements flag risks including regulatory approvals and related conditions, the timing of the expiration of the HSR waiting period tied to a Federal Trade Commission Request for Additional Information, the possibility of termination, unsatisfied closing conditions, and delays in completing the merger.

Mar 19, 2025 8-K

Omnicom Group 8-K Report, Corporate Update (Mar 14, 2025)

Omnicom Group Inc. (OMC) filed this Form 8-K to report that on March 12, 2025, both Omnicom and The Interpublic Group of Companies, Inc. (IPG) each received a Second Request for additional information and documentary material from the U.S. Federal Trade Commission in connection with the FTC's review of their previously announced merger. The merger agreement, dated December 8, 2024, provides that a Merger Sub of Omnicom will merge into IPG, with IPG surviving as a wholly owned subsidiary of Omnicom. The merger is conditioned on, among other things, the expiration or termination of the Hart-Scott-Rodino waiting period. The accompanying press release, dated March 13, 2025, describes the Second Request as a standard part of the regulatory process and states that the companies have been engaged with the FTC throughout and will continue to address its queries. Both parties continue to expect the transaction to close in the second half of 2025, subject to stockholder approvals, further required regulatory approvals and other customary closing conditions. The filing states that each company will hold a special meeting of stockholders on March 18, 2025 to consider merger-related proposals, as described in the joint proxy statement/prospectus included in a Form S-4 first filed January 17, 2025. The filing also includes an extensive list of forward-looking-statement risk factors, including the risk that HSR waiting period expiration may not occur as anticipated and the risk of delays in completing the merger.

Mar 14, 2025 8-K

Other Events

Omnicom Group 8-K Report, Corporate Update (Mar 7, 2025)

Omnicom Group Inc. filed this Form 8-K on March 7, 2025 to voluntarily supplement the joint proxy statement/prospectus for its previously announced merger with The Interpublic Group of Companies, Inc. (IPG) under the Agreement and Plan of Merger dated December 8, 2024. Under the merger, EXT Subsidiary Inc., a wholly owned Omnicom subsidiary, will merge into IPG, with IPG surviving as a wholly owned subsidiary of Omnicom. Both boards unanimously approved the merger agreement. The registration statement on Form S-4 was declared effective on January 30, 2025, and both companies will hold special stockholder meetings on March 18, 2025. The filing was made in response to three lawsuits (two filed by IPG stockholders on February 20, 2025, and one by an Omnicom stockholder on February 24, 2025) and demand letters from individual stockholders. The Matters generally allege disclosure deficiencies or incomplete information in the joint proxy statement/prospectus. Omnicom and IPG maintain the allegations are without merit and that additional disclosure is not required, but they agreed to supplement the proxy to avoid potential delay to the merger and to reduce litigation cost and risk, without admitting liability. The supplemental disclosures cover the background of the merger, including the roles of PJT Partners (Omnicom's financial advisor) and Morgan Stanley (IPG's financial advisor), and the Omnicom transaction committee. They also add financial analyses and assumptions, share counts (approximately 201 million fully diluted Omnicom shares and 380 million fully diluted IPG shares as of December 4, 2024), net debt figures, a table of analyst price targets, the IPG Projections through 2034, and a precedent transaction reference. The filing states that these disclosures supersede or supplement the joint proxy statement/prospectus where they differ.

Mar 7, 2025 8-K

Material AgreementsExhibits & Filings

Omnicom Group 8-K Report, Financial Results (Feb 4, 2025)

Omnicom Group Inc. reported financial results for the three and twelve months ended December 31, 2024 in an earnings release furnished as Exhibit 99.1, with an accompanying investor presentation furnished as Exhibit 99.2. For the fourth quarter of 2024, revenue was $4,322.2 million, up 6.4% from $4,060.9 million, with organic revenue growth of 5.2%. Operating income was $685.3 million, net income attributable to Omnicom was $448.0 million, and diluted EPS was $2.26 versus $2.13 a year earlier. Non-GAAP adjusted diluted EPS was $2.41, and Adjusted EBITA was $722.2 million at a 16.7% margin. For full year 2024, revenue was $15,689.1 million, up 6.8%, with organic growth of 5.2%. Operating income was $2,274.6 million and net income attributable to Omnicom was $1,480.6 million. Diluted EPS was $7.46 and non-GAAP adjusted diluted EPS was $8.06, compared with $7.64 in 2023. Full-year free cash flow was $1,964.7 million, and the company repurchased $370.7 million of stock and paid $552.7 million in dividends. Net debt was $1,717.2 million at year-end 2024. The filing is dominated by the pending merger with The Interpublic Group of Companies (IPG), announced December 9, 2024. Management cites $750 million of expected annual cost synergies, with the majority achievable within 24 months of closing, and expects the transaction to close in the second half of 2025. The Omnicom special shareholder meeting is scheduled for March 18, 2025. Acquisition transaction costs related to the deal were $14.6 million in the fourth quarter and full year 2024.

Feb 4, 2025 8-K

Omnicom Group 8-K Report, Material Agreement (Dec 9, 2024)

Omnicom Group Inc. (OMC) entered into an Agreement and Plan of Merger on December 8, 2024, with EXT Subsidiary Inc., a wholly owned Omnicom subsidiary, and The Interpublic Group of Companies, Inc. (IPG). Under the agreement, Merger Sub will merge into IPG, with IPG surviving as a wholly owned subsidiary of Omnicom. Each outstanding share of IPG common stock will convert into the right to receive 0.344 shares of Omnicom common stock, with cash paid in lieu of fractional shares. The agreement also sets out treatment for IPG equity awards. IPG stock options will be assumed and converted into Omnicom stock options, while IPG restricted stock units and performance share awards will be converted into cash awards. IPG restricted stock awards will convert into Omnicom restricted stock awards. Upon closing, Omnicom will add three IPG-designated directors to its board, including IPG Chief Executive Officer Philippe Krakowsky, who will also become Co-President and Co-Chief Operating Officer of Omnicom. Completion is subject to IPG and Omnicom stockholder approvals, effectiveness of an S-4 registration statement, NYSE listing approval, antitrust and foreign investment clearances, and other customary conditions. The agreement may be terminated if the merger is not completed by December 8, 2025 (extendable to June 8, 2026 if certain regulatory approvals are pending). Termination fees are $676 million payable by Omnicom and $439 million payable by IPG in specified circumstances, with expense reimbursement capped at $25 million for stockholder approval failures.

Dec 9, 2024 8-K

Regulation FDExhibits & Filings

Omnicom Group 8-K Report, Regulation FD Disclosure (Dec 9, 2024)

On December 9, 2024, Omnicom Group Inc. (NYSE: OMC) and The Interpublic Group of Companies, Inc. (NYSE: IPG) announced a definitive Agreement and Plan of Merger under which Omnicom will acquire Interpublic in a stock-for-stock transaction. Merger Sub will merge into IPG, with IPG surviving as a wholly owned subsidiary of Omnicom. Both boards unanimously approved the deal. Interpublic shareholders will receive 0.344 Omnicom shares for each Interpublic share, and on closing Omnicom shareholders will own 60.6% of the combined company and Interpublic shareholders 39.4% on a fully diluted basis. The combined company will keep the Omnicom name and trade under OMC on the NYSE. The companies expect $750 million in annual cost synergies, with the majority achievable within 24 months of closing, and expect approximately $450 million in cash costs to achieve them. The transaction is expected to be accretive to adjusted earnings per share for both companies' shareholders. Management cites combined 2023 revenue of $25.6 billion, Adjusted EBITA of $3.9 billion, and free cash flow of $3.3 billion, along with a combined debt-to-EBITDA ratio of 2.1x before synergies. Both companies plan to maintain their current quarterly dividends through closing, and Omnicom expects its sustainable dividend of $0.70 per share to continue at closing. The transaction is expected to close in the second half of 2025, subject to shareholder approvals from both companies, required regulatory approvals and other customary conditions. John Wren will remain Chairman and CEO, and Philippe Krakowsky and Daryl Simm will serve as Co-Presidents and COOs. The filing also includes forward-looking statement cautions, including risks around regulatory approval, integration, synergy realization and client retention.

Dec 9, 2024 8-K

Corporate ChangesExhibits & Filings

Omnicom Group 8-K Report, Bylaw Amendment (Oct 18, 2024)

Omnicom Group Inc. filed this Form 8-K on October 18, 2024 to report that its Board of Directors adopted amendments to the Company's Amended and Restated By-Laws on October 17, 2024, effective the same day. The filing is a governance update rather than a financial report; it contains no financial results, revenue, earnings or other financial figures. The amendments primarily tighten and modernize the shareholder nomination and proposal process. Changes include revised advance-notice windows for annual and special meetings, alignment with the SEC's universal proxy rules (Rule 14a-19), expanded disclosure requirements for proposing shareholders and nominees, background representations required from shareholder-nominated candidates, updating of disclosures up to the meeting record date and ten business days before the meeting, enhanced procedures for calling special meetings, and a requirement that shareholders soliciting proxies use a proxy card color other than white, which is reserved for the Board. For investors, the most concrete near-term item is the timing for the 2025 annual meeting: shareholder proposals not included in the proxy materials or director nominations must be received no earlier than January 7, 2025 and no later than February 6, 2025. The full By-Laws are filed as Exhibit 3.1.

Oct 18, 2024 8-K

Material AgreementsFinancial EventsOther Events+1

Omnicom Group 8-K Report, Financial Results (Oct 15, 2024)

Omnicom Group Inc. furnished its 8-K on October 15, 2024 to report results for the three and nine months ended September 30, 2024. For the third quarter, revenue rose 8.5% to $3,882.6 million, with organic growth of 6.5% (acquisition revenue, net of dispositions, added 2.1%, primarily from the Flywheel Digital acquisition). Operating income increased 7.0% to $600.1 million, but the operating margin declined to 15.5% from 15.7%. Net income attributable to Omnicom Group Inc. rose 3.8% to $385.9 million, and diluted EPS was $1.95, up from $1.86. Non-GAAP adjusted diluted EPS was $2.03, up 5.7%. EBITA grew 7.9% to $622.3 million, with a 16.0% margin. For the nine months, revenue was $11,366.9 million, up 6.9% with 5.2% organic growth. Diluted EPS was $5.19, and non-GAAP adjusted diluted EPS was $5.65. The nine-month figures include $57.8 million of repositioning costs, primarily severance, which reduced diluted EPS by $0.22. Management highlighted a $600 million 5.3% Senior Notes offering due 2034 issued in August 2024, with proceeds and cash on hand earmarked to repay $750 million of 3.65% notes due November 1, 2024. The investor presentation reports free cash flow of $1,402.1 million for the nine months, up from $1,348.1 million, while net free cash flow was negative $483.4 million after $953.4 million of acquisition payments and $358.5 million of net stock repurchases. Total debt was $6,947.0 million at September 30, 2024, against $3,533.9 million of cash, and total debt to EBITDA was 2.8x. The disclosures are furnished under Items 2.02 and 7.01 and are not deemed filed for Section 18 purposes.

Oct 15, 2024 8-K

Omnicom Group 8-K Report, Material Agreement (Aug 2, 2024)

Omnicom Group Inc. closed its public offering of $600.0 million aggregate principal amount of 5.300% Senior Notes due 2034 on August 2, 2024, under an underwriting agreement dated July 30, 2024, with BofA Securities, Citigroup Global Markets, Deutsche Bank Securities and Wells Fargo Securities acting as representatives of the underwriters. The Notes were registered under a Form S-3 shelf registration statement that became effective November 12, 2021. Net proceeds were approximately $592.4 million after underwriting discounts and estimated offering expenses. The company intends to use the net proceeds, along with available cash, to repay its 3.65% Senior Notes due 2024, which mature November 1, 2024, of which $750 million aggregate principal amount was outstanding as of June 30, 2024. Until applied, the proceeds will be invested in short-term investment grade obligations. The Notes pay interest semi-annually on May 1 and November 1, beginning May 1, 2025, and mature November 1, 2034. The Notes are unsecured, unsubordinated obligations that rank equal in right of payment with all existing and future unsecured senior unsubordinated debt. The indenture limits certain liens and consolidations, mergers or asset transfers, but does not restrict additional indebtedness or provide protection in a sudden credit rating decline or a takeover or highly leveraged transaction. The Company may redeem the Notes before August 1, 2034 at a make-whole premium, and at par thereafter; upon a change of control triggering event, holders may require repurchase at 101% of principal plus accrued interest.

Aug 2, 2024 8-K

Omnicom Group 8-K Report, Financial Results (Jul 16, 2024)

Omnicom Group Inc. reported results for the three and six months ended June 30, 2024, in an earnings release furnished as Exhibit 99.1 and an investor presentation furnished as Exhibit 99.2. Second-quarter revenue was $3,853.8 million, up 6.8%, with organic growth of 5.2%, a 2.6% contribution from net acquisitions (led by Flywheel Digital), and a 1.0% foreign exchange headwind. Operating income fell 7.3% to $510.3 million, a 13.2% margin, reflecting $57.8 million of repositioning costs primarily related to severance. Net income attributable to Omnicom Group was $328.1 million, and diluted EPS was $1.65, down from $1.82 a year earlier. On a non-GAAP basis, adjusted EBITA rose 5.5% to $589.6 million with a 15.3% margin, and non-GAAP adjusted diluted EPS was $1.95, up 4.8% from $1.86. The company's presentation states that its 5.2% second-quarter organic growth is solidly within its annual expectation of 4.0% to 5.0%, and it cites $249.8 million in year-to-date share repurchases and $278.9 million in year-to-date dividends paid. Year-to-date free cash flow was $901.3 million, while net free cash flow was negative $549.8 million after $829.4 million in acquisition payments. The filing is furnished under Items 2.02 and 7.01 and is not deemed filed for Section 18 purposes. Management points to strategic initiatives including agency and market consolidation, unified production, scaled content, expanding Gen AI deployments, and e-commerce, and says strong net new business wins and pipeline should contribute to future growth.

Jul 16, 2024 8-K

Omnicom Group 8-K Report, Shareholder Vote Results (May 13, 2024)

Omnicom Group Inc. filed this Form 8-K on May 13, 2024 to report the results of its annual meeting of shareholders, held May 7, 2024. The filing states that shareholders elected 11 individuals to the Board of Directors, approved an advisory resolution on executive compensation, and ratified the appointment of KPMG LLP as independent auditors for the fiscal year ending December 31, 2024. The proposals are described in the company's definitive proxy statement on Schedule 14A filed March 28, 2024. All 11 director nominees were elected. Votes for individual nominees ranged from roughly 149.2 million to 164.8 million, with against votes ranging from about 0.1 million to 12.6 million. Several nominees, including Deborah J. Kissire and Valerie M. Williams, drew the highest levels of votes against, at about 12.6 million each, while Cassandra Santos received the fewest votes against at 128,255. Broker non-votes were 13,172,491 on each director and on the say-on-pay proposal. The advisory say-on-pay resolution received 149,367,304 votes for, 15,491,241 against, and 164,306 abstentions. The KPMG LLP ratification received 164,876,792 votes for, 13,214,915 against, and 103,635 abstentions. The filing reports no other matters voted on.

May 13, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Omnicom Group 8-K Report, Financial Results (Apr 16, 2024)

Omnicom Group Inc. (NYSE: OMC) reported first-quarter 2024 results for the three months ended March 31, 2024, in an earnings release furnished as Exhibit 99.1 and an investor presentation furnished as Exhibit 99.2. Revenue rose 5.4% to $3,630.5 million, driven by 4.0% organic growth, a 1.5% contribution from net acquisitions (primarily Flywheel Digital), and a 0.1% foreign exchange headwind. Operating income increased to $478.9 million, a 13.2% margin, compared with $346.5 million (10.1% margin) in the prior-year quarter, which included $119.2 million of real estate repositioning costs. Diluted earnings per share were $1.59, versus $1.11 a year earlier; non-GAAP adjusted diluted EPS was $1.67, compared with $1.61 in the prior-year period. By segment, Advertising & Media grew organically 7.0% and Precision Marketing grew 4.3%, while Execution & Support declined 4.3% and Branding & Retail Commerce declined 3.8%. Management cited the Flywheel Digital integration, e-commerce capabilities, and new business wins as supporting its 2024 outlook. The company also reported EBITA of $500.4 million (13.8% margin) under its revised definition, and EBITA-Adjusted of $500.4 million versus $480.5 million in the prior year. Capital allocation in the quarter included the Flywheel Digital acquisition for $845 million, financed with $643 million of debt, along with $180.1 million in share repurchases and $138.8 million in common dividends paid. Free cash flow was $415.1 million, and net free cash flow was negative $750.5 million after $812.4 million of acquisition payments. Total debt was $6,262.5 million and net debt was $3,089.7 million at March 31, 2024, with a reported net debt to EBITDA ratio of 1.3x.

Apr 16, 2024 8-K

Omnicom Group 8-K Report, Material Agreement (Mar 6, 2024)

Omnicom Group Inc. (OMC) disclosed in this Form 8-K that its indirect wholly owned subsidiary, Omnicom Finance Holdings plc (the Issuer), closed on March 6, 2024 a public offering of €600 million aggregate principal amount of 3.700% Senior Notes due 2032. The Notes are fully and unconditionally guaranteed by Omnicom Group Inc. (the Guarantor) and were registered under a Form S-3 shelf registration statement (File No. 333-261046) that became effective on November 12, 2021. The Issuer received net proceeds of approximately €593.9 million after the underwriting discount and estimated offering expenses. The proceeds are intended for general corporate purposes, which could include working capital, fixed asset expenditures, acquisitions, repayment of commercial paper and short-term debt, refinancing of other debt, repurchases of the Guarantor's common stock, or other capital transactions. Interest is payable annually in arrears on March 6 beginning March 6, 2025, and the Notes mature March 6, 2032. The Notes are unsecured and unsubordinated, ranking equal in right of payment with all existing and future unsecured senior and unsubordinated indebtedness of the Issuer and Guarantor. The Indenture limits liens and consolidations, mergers, or conveyances of substantially all assets, but does not restrict incurrence of indebtedness or provide protection against a sudden credit decline or takeover-type transactions. The Issuer may redeem the Notes at a make-whole premium before December 6, 2031 and at par thereafter. Upon a change of control triggering event, the Issuer must offer to repurchase at 101% of principal plus accrued interest unless it has redeemed the Notes. The Notes have been approved for listing on the New York Stock Exchange.

Mar 6, 2024 8-K

Omnicom Group 8-K Report, Corporate Update (Feb 29, 2024)

Omnicom Group Inc. (OMC) disclosed in this Form 8-K, filed February 29, 2024, that its wholly owned indirect subsidiary, Omnicom Finance Holdings plc (the "Issuer"), priced a public offering of €600 million aggregate principal amount of 3.700% Senior Notes due 2032. Omnicom Group Inc. serves as the guarantor, fully and unconditionally guaranteeing the Notes. The Notes mature on March 6, 2032, and the transaction is expected to close on March 6, 2024, subject to customary closing conditions. The Issuer expects net proceeds of approximately €593.9 million after the underwriting discount and estimated offering expenses. The proceeds are intended for general corporate purposes, which could include working capital, fixed asset expenditures, acquisitions, repayment of commercial paper and short-term debt, refinancing of other debt, repurchases of the Guarantor's common stock, or other capital transactions. The offering was underwritten by Barclays Bank PLC, BNP Paribas, HSBC Bank plc and J.P. Morgan Securities plc as representatives, and is being issued under a base indenture and a First Supplemental Indenture with Deutsche Bank Trust Company Americas as trustee, pursuant to a shelf registration statement on Form S-3 effective November 12, 2021.

Feb 29, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Omnicom Group 8-K Report, Financial Results (Feb 6, 2024)

Omnicom Group Inc. reported results for the three and twelve months ended December 31, 2023 in an earnings release furnished as Exhibit 99.1, and posted an accompanying investor presentation furnished as Exhibit 99.2. For the fourth quarter of 2023, revenue was $4,060.9 million, up 5.0% reported and 4.4% organic, with diluted earnings per share of $2.13 (GAAP) and $2.20 non-GAAP adjusted. For the full year 2023, revenue was $14,692.2 million, up 2.8% reported and 4.1% organic, with diluted EPS of $6.91 (GAAP) and $7.41 non-GAAP adjusted. Operating income was $2,104.7 million for the year, or $2,231.9 million non-GAAP adjusted, after $191.5 million of repositioning costs and a $78.8 million gain on disposition of a research business, both tied to 2023 actions. Management cited Advertising & Media as the strongest discipline, with 9.3% organic growth in the fourth quarter and 6.5% for the full year, and said new global business wins create a positive tailwind for 2024. The presentation estimates full-year 2024 total organic revenue growth at 3.5% to 5.0%. The company also highlighted the Flywheel Digital acquisition, which closed January 2, 2024 with a net cash purchase price of approximately $845 million, as an opportunity in digital commerce and retail media. Capital allocation in 2023 included $570.8 million of share repurchases and $633.6 million of common dividends. Free cash flow was $1,884.8 million for the year, and net debt was $1,218.5 million at year-end, or 0.5x EBITDA. Investors should note that the company's non-GAAP adjusted measures exclude repositioning costs, acquisition costs and the disposition gain, and that growth in the fourth quarter of 2023 was driven heavily by Advertising & Media while Experiential and Execution & Support declined.

Feb 6, 2024 8-K

Omnicom Group 8-K Report, Material Agreement (Jan 5, 2024)

Omnicom Group Inc. and its wholly owned subsidiary Omnicom Capital Inc. entered into a Delayed Draw Term Loan Agreement dated January 3, 2024 (the Effective Date) with a group of lenders, with Citibank, N.A. acting as administrative agent. The facility provides for a delayed-draw term loan in an aggregate principal amount of US$600,000,000 and matures on December 31, 2026. No funds were borrowed on the Effective Date. The Borrower may draw on the facility in up to three draws, each with a minimum of US$5,000,000 and integral multiples of US$1,000,000 in excess thereof, with availability ending on the earliest of the third draw, July 15, 2024, or termination of the commitments. Borrowings may be used for general corporate purposes, including funding permitted acquisitions, and may be prepaid without premium or penalty, but amounts repaid may not be reborrowed. Lenders receive a ticking fee on unused commitments at a rate between 6.0 and 17.5 basis points per annum, depending on Omnicom Group's long-term debt credit rating. The agreement contains customary representations, covenants (including certain financial covenants), and events of default, and Omnicom Group guarantees the Borrower's obligations. The filing is a standing financing arrangement; it does not state the intended use of any specific acquisition or any drawdown amounts.

Jan 5, 2024 8-K

Leadership ChangesExhibits & Filings

Omnicom Group 8-K Report, Executive Changes (Dec 18, 2023)

Omnicom Group Inc. (OMC) filed a Current Report on Form 8-K dated December 18, 2023, to disclose a board change. On December 12, 2023, the Board increased its size from ten to eleven persons and elected Cassandra Santos as a director to fill the new seat, effective January 1, 2024. Santos will also serve on the Board's Finance Committee from the same date. The filing states she has no related-party transaction interest with the Company and no arrangement with any other person under which she was selected. She will receive compensation under the Company's standard non-employee director arrangement, which the filing references to the proxy statement filed March 23, 2023. The filing's press release (Exhibit 99.1) describes Santos as an independent director and states that the Board will have 11 members, 10 of whom are independent. It identifies her as Chief Information Officer at Asurion, with prior technology leadership roles in the finance industry, including at AllianceBernstein, General Atlantic and McKinsey. John Wren, Chairman and CEO, is quoted highlighting her expertise in technology, digital transformation and AI. The filing does not report financial results, guidance, or other operating information. Its investor relevance is limited to governance: a board expansion and the addition of a director with technology and AI expertise.

Dec 18, 2023 8-K

Omnicom Group 8-K Report, Financial Results (Oct 17, 2023)

Omnicom Group Inc. reported third quarter 2023 results on October 17, 2023, with revenue of $3,578.1 million, up 3.9% from $3,443.4 million, including 3.3% organic growth. Operating income rose $14.8 million, or 2.7%, to $560.8 million, with an operating income margin of 15.7% versus 15.9% a year earlier. Net income attributed to Omnicom Group Inc. increased 2.0% to $371.9 million, and diluted EPS was $1.86, up from $1.77. Year-to-date organic growth was 4.0%, which the company said is in line with its full-year expectations. By discipline, Advertising & Media grew organically 6.1%, Precision Marketing 4.3%, Healthcare 3.8%, and Experiential 9.2%, while Public Relations declined 5.5%, Execution & Support declined 3.6%, and Commerce & Branding declined 1.7%. By region, Latin America grew organically 19.2% and the United States 2.7%, while the Middle East & Africa declined 10.8%. Diluted shares fell 3.1% to 199.9 million on net share repurchases. Free cash flow for the nine months was $1,348.1 million, versus $1,232.5 million a year earlier. For the nine months, the company recorded net repositioning costs and a gain on disposition of a subsidiary that reduced operating income by $112.7 million and diluted EPS by $0.44. Adjusted diluted EPS for the nine months was $5.22 versus $4.78 reported. Net debt was $2,817.0 million at September 30, 2023, with net debt to EBITDA of 1.2 times, and the company cited four acquisitions completed in the third quarter.

Oct 17, 2023 8-K

Material AgreementsExhibits & Filings

Omnicom Group 8-K Report, Financial Results (Jul 18, 2023)

Omnicom Group Inc. furnished an 8-K on July 18, 2023 reporting results for the three and six months ended June 30, 2023. Second-quarter revenue was $3,609.9 million, up 1.2% from $3,567.2 million, with organic growth of 3.4%. Year-to-date organic growth was 4.3%. Operating income was $550.7 million, a 15.3% operating income margin, compared with $541.6 million and 15.2% a year earlier. Diluted earnings per share were $1.82, versus $1.68 in the second quarter of 2022. Net income attributable to Omnicom was $366.3 million. The results include two items that offset each other in the quarter. A $78.8 million gain on the disposition of a subsidiary in the Execution & Support discipline was partly offset by $72.3 million of repositioning costs, primarily severance. Excluding these items, non-GAAP adjusted operating income was $544.2 million, a 15.1% margin, and non-GAAP adjusted diluted EPS was $1.81. Year-to-date repositioning costs net of the gain totaled $112.7 million. The company reported $880.2 million of year-to-date free cash flow and $505.6 million of stock repurchases, net of proceeds from stock plans. Management said it expects full-year organic growth of 3% to 5% and an adjusted operating income margin of 15.0% to 15.4%. Management said economic uncertainty will continue for the rest of the year and highlighted generative AI partnerships and client development. Investors should note that the company reports several non-GAAP measures, including EBITA, adjusted operating income and adjusted EPS, alongside GAAP results. The earnings release and investor presentation are furnished under Items 2.02 and 7.01 and are not deemed filed for Section 18 purposes.

Jul 18, 2023 8-K

Omnicom Group 8-K Report, Material Agreement (Jun 5, 2023)

Omnicom Group Inc. (OMC) reported in this Form 8-K, dated June 5, 2023, that on June 2, 2023 it and its wholly owned subsidiaries Omnicom Capital Inc. and Omnicom Finance Limited entered into a Third Amended and Restated Five Year Credit Agreement. The amendment restates the Second Amended and Restated Five Year Credit Agreement dated February 14, 2020, with Citibank, N.A. serving as administrative agent for the lenders. The principal changes are an extension of the termination date for the available commitments of extending lenders from February 14, 2025 to June 2, 2028, and a transition of the benchmark rate for US dollar denominated loans from LIBOR to the term secured overnight funding rate (SOFR), with related conforming changes. The filing states that no other material changes were made and that the credit agreement remains in full force and effect. For investors, the filing signals that Omnicom's committed revolving credit facility has been extended roughly three years and its US dollar benchmark has moved away from LIBOR. The filing does not state the facility size, pricing, or drawn amounts. It references the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 for further information regarding the Credit Agreement.

Jun 5, 2023 8-K

Omnicom Group 8-K Report, Shareholder Vote Results (May 8, 2023)

Omnicom Group Inc. filed this Form 8-K to report the results of its annual meeting of shareholders, held on May 2, 2023. Shareholders elected all 10 nominated directors to the Board, approved an advisory resolution on executive compensation, and ratified KPMG LLP as independent auditors for the fiscal year ending December 31, 2023. The proposals are described in the definitive proxy statement on Schedule 14A filed on March 23, 2023. Shareholders approved, on an advisory basis, holding future advisory votes on executive compensation every one year. Based on that result, and consistent with the Board's recommendation, the Board determined to hold the advisory vote on executive compensation annually until the next required vote on frequency. Shareholders did not approve a shareholder proposal calling for an independent Board Chairman, with 48,295,575 votes for, 115,900,663 votes against, and 2,286,591 abstentions. The filing reports vote tallies only. It does not describe any financial results, transactions, or changes to compensation arrangements.

May 8, 2023 8-K

Omnicom Group 8-K Report, Financial Results (Apr 18, 2023)

Omnicom Group Inc. (NYSE: OMC) reported first-quarter 2023 results on April 18, 2023, as furnished in Exhibit 99.1 (earnings release) and Exhibit 99.2 (investor presentation). Revenue was $3,443.3 million, up 1.0% from $3,410.3 million, with organic growth of 5.2% partly offset by a 3.2% foreign currency translation decrease and a 1.0% decrease from net acquisitions and dispositions. Reported operating income was $346.5 million (10.1% margin), which included a $119.2 million pretax real estate repositioning charge ($91.0 million after tax) tied to reducing and repositioning the office lease portfolio. Excluding that charge, non-GAAP adjusted operating income was $465.7 million, a 13.5% margin. Reported diluted earnings per share were $1.11, up from $0.83 a year earlier. Non-GAAP adjusted diluted EPS was $1.56, compared with $1.39 in the prior-year quarter, which had been adjusted for war-in-Ukraine charges. Net interest expense fell to $19.3 million from $42.8 million, mainly because interest income rose to $35.6 million on higher rates. The effective tax rate was 25.5%, down from 37.2%. Diluted shares fell to 204.5 million from 209.8 million on net share repurchases. The investor presentation reiterates full-year expectations of 3%-5% organic revenue growth and reports free cash flow of $428.9 million for the quarter. It also reports $280 million in net share repurchases, a 44.8% return on equity and a 24.1% return on invested capital for the twelve months ended March 31, 2023. Total debt was $5,627.9 million and net debt was $2,279.0 million at quarter end.

Apr 18, 2023 8-K

Regulation FD

Omnicom Group 8-K Report, Regulation FD Disclosure (Apr 14, 2023)

Omnicom Group Inc. filed this Current Report on Form 8-K on April 14, 2023 under Item 7.01 (Regulation FD Disclosure) to respond to a April 13, 2023 Campaign US article. That article stated the company "is comfortable with the guidance it issued in February." The company affirmed its February 2023 full-year 2023 guidance of organic revenue growth of 3% to 5% as of April 13, 2023. The company stated it expects to provide guidance consistent with the previously announced 3% to 5% organic revenue growth range for full year 2023 on its earnings call on Tuesday, April 18, 2023, starting at 4:30 p.m. Eastern Time. The call will be simulcast and archived on the company's website at investor.omnicomgroup.com. The information is furnished rather than filed, so it is not deemed filed under Section 18 of the Exchange Act. The filing reiterates that the company's forward-looking statements are subject to risks including inflation, rising interest rates, currency fluctuations, client spending reductions, and competitive factors, and refers readers to its 2022 Form 10-K for further risk discussion.

Apr 14, 2023 8-K