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2019Proxy Statement

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4     Proxy Statement 2017This summary highlights selected information about the items to be voted on at the 2019 Annual Meeting of ShareholdersShareholders. This summary does not contain all of the information that you should consider in deciding how to vote. You should read the entire Proxy Statement carefully before voting.

The Board recommends a voteFOReach of the director nominees. ■We have conducted a comprehensive evaluation of director skill sets to ensure that each director's unique qualifications and attributes collectively support the oversight of Omnicom's management. ■Diversity is a core value at every level of our organization. A majority of our director nominees are female and four are African American. Both the Audit and Compensation Committees are Chaired by female directors. ■Ten of Omnicom’s eleven director nominees are independent, and each of the Audit, Compensation, Governance and Finance Committees is comprised solely of independent directors. ■Each of our directors is elected annually by a majority of votes cast.		See page11 for further information

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PROXY SUMMARY

Board Snapshot

Independence 10 of 11 are independent		Diversity Women & Multicultural Directors
Current Tenure of 2019 Nominees		Experience and Skills
			Our director nominees are accomplished leaders who bring a mix of experiences and skills to the Board.
			Our Board has identified skill categories fundamental to its ability to effectively oversee Omnicom's strategy and management, and undertakes a comprehensive evaluation to ensure these skills are well represented on the Board.
			See page 12 for further information.

GOVERNANCE HIGHLIGHTS

The Board has adopted, and periodically reviews, policies and procedures to guide it in its oversight responsibilities. These policies and procedures provide a framework for the proper operation of our Company and align with shareholders' interests.

	Shareholder Rights		Independent Oversight		Good Governance
	Annual election of all directors Majority voting standard in uncontested elections Proxy access rights Right to call a special meeting of the Board with 10% ownership threshold Continued efforts to foster a successful shareholder outreach program		Engaged Lead Independent Director with clear and robust responsibilities All directors are independent except the Chairman, who also serves as CEO Executive sessions of our independent non-management directors are conducted on a regular basis All Board committees are comprised solely of independent directors Comprehensive oversight of strategy and risk		Annual Board and committee evaluations and skill set assessment Director orientation and continuing education Strong equity ownership requirement for executives and directors (3x to 6x base salary for executives; 5x annual cash retainer for directors) Robust processes for confidential and anonymous submission by employees of concerns regarding accounting or auditing matters, as well as potential violations of our Code of Business Conduct or Code of Ethics for Senior Financial Officers

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PROXY SUMMARY

SHAREHOLDER ENGAGEMENT

Ongoing shareholder engagement is a priority for our Board and management team. In 2018, we reached out to shareholders holding more than 60% of our outstanding shares and engaged with shareholders representing more than 40% of outstanding shares. Mr. Coleman, our Lead Independent Director, actively participated in shareholder engagement with approximately 10% of outstanding shares. Broad topics discussed included:

■	Company strategy and performance
■	Board composition, refreshment and leadership
■	Management succession
■	Executive compensation program
■	Diversity and inclusion efforts across the organization
■	Governance practices
■	Sustainability initiatives

Below is a summary of topics discussed in the shareholder meetings along with the actions taken by our Board:

Topics discussed with Shareholders		Recent Board actions in response to feedback
Board Leadership– A large majority of our shareholders indicated they are supportive of the combined Chair and CEO positions given our strong Lead Independent Director role, the critical nature of client-chairman relationships in our professional services business, and the complex nature of our rapidly changing industry		■The role and responsibilities of our Lead Independent Director, which were most recently enhanced in February 2019, are robust and clearly defined ■Based on shareholder feedback, we elected Mr. Coleman to serve as our new Lead Independent Director in December 2015, and Mr. Coleman was re-elected by the independent directors in May 2016, 2017 and 2018
Board Refreshment– Shareholders are pleased with the level of progress we have shown to meaningfully refresh and further diversify our Board		■The Board has implemented a thoughtful approach to refreshment, including adoption of a mandatory retirement policy, which fostered a smooth transition ■Two directors stepped down from the Board in 2016 and a third stepped down in 2017 ■Our former Chairman and two additional directors stepped down from the Board in 2018 ■From March 2016 – February 2018, the Board appointed four new independent directors ■The Board anticipates continued Board refreshment over the next few years and will continue its search for qualified director candidates whose skills are complementary to the overall mix of Board skill sets, with ongoing assistance by a third-party search firm
Reduction of Special Meeting Threshold– Shareholders largely support our Board’s decision to reduce the special meeting ownership threshold in response to a shareholder proposal that received 50.3% of the vote at our 2018 Annual Meeting		■In December 2018, the Board amended our By-laws to reduce the ownership threshold required for shareholders to call a special meeting from 25% to 10%

We appreciate the insights and perspectives of our shareholders, which were discussed among the full Board and factored into its decision making process for the year.

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PROXY SUMMARY

ITEM 2:

Advisory Resolution to Approve Executive Compensation

The Board recommends a voteFORthis voting item. ■We closely tie pay to current and long-term Company performance; ■We maintain a high degree of variable, “at-risk” compensation; ■We establish challenging performance metrics that align with our business strategy; and ■We sustain competitive compensation levels.		See page34 for further information

EXECUTIVE COMPENSATION HIGHLIGHTS

Omnicom strives to closely link executive compensation to performance by making a significant portion of potential compensation variable, or “at-risk”, as well as long-term performance driven. In 2018, we compensated our named executives using the following elements for total target direct compensation.

		Description
Table Base Salary		Fixed amount based on responsibilities, experiences and market data.						4%of Contentsour CEO’s 2018 compensation was base salary. For each NEO other than Mr. Hewitt, as described below in the “Compensation Discussion and Analysis” section of this Proxy Statement, the majority of total compensation is variable and based on performance.
Annual Cash Incentive		Awards are based on goals that are meaningful and challenging, and designed to drive shareholder value.

96%of our CEO’s 2018 compensation was variable and based on performance

Performance Restricted
Stock Units (2022 vesting)

	The Incentive Award, based on quantitative performance measures, is allocated between short-term cash and long-term equity; for our CEO and CFO, Performance Restricted Stock Units (the “PRSUs”) are subject to further performance conditions over a three-year period from 2019 to 2021.						43%of our CEO’s 2018 compensation was also contingent upon the future performance of the Company.

PageCompensation Best Practices
	Emphasis on performance-based compensation
	Executive and director stock ownership guidelines (6x base salary for CEO; 3x base salary for CFO)
	Policy adopting equity grant best practices
	Compensation forfeiture/clawback policy
	Policy prohibiting hedging of company equity securities

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PROXY SUMMARY

ITEM 3:

Ratify the appointment of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2019

The Board recommends a voteFORthis voting item.		See page67 for further information

ITEM 4:

Shareholder Proposal Requiring an Independent Board Chairman

The Board recommends a voteAGAINSTthis voting item.		See page69 for further information

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TABLE OF CONTENTS

____________________

Notice of 2019 Annual Meeting of Shareholders		4
Proxy Summary		5
Proxy Statement		11
ITEM 1	6
	Board Composition		6
	Shareholder Engagement		7
	Board Leadership		7
	Board Operations and Committee Structure		9
	Director Nomination Process		10
	Board and Committee Evaluation Process		10
	Director Attendance		11
	Director Retirement Policy		11
	Compensation Committee Interlocks and Insider Participation		11
	Qualifications of the Members of the BoardElection of Directors		11
	Diversity and Inclusion		11
	Risk Oversight		12
	Ethical Business Conduct		13
Item 1 — ElectionOmnicom Board of Directors			1411
Board’s Role and Responsibilities		21
Diversity and Corporate Responsibility		23
Communications with Shareholders		25
Board Leadership Structure		25
Board Policies and Processes		30
Directors’ Compensation for Fiscal Year 2018		32
ITEM 2	Advisory Resolution to Approve Executive Compensation	34
2018 CEO Compensation		34
Executive Compensation			2736
Compensation Discussion and AnalysisExecutive Summary			2737
		Compensation Committee Report		4743
Compensation Discussion & Analysis		44
Summary Compensation Table for 20162018			4859
		Grants of Plan-Based Awards in 20162018		4960
		Outstanding Equity Awards at 20162018 Year-End		4960
		Option Exercises and Stock Vested in 20162018		5061
		Nonqualified Deferred Compensation in 20162018		5162
		Potential Payments Upon Termination of Employment or Change in Control		5162
Item 2 — Advisory Resolution to Approve Executive CompensationPay Ratio Disclosure			55
Item 3 — Advisory Vote on the Frequency of Future Advisory Resolutions to Approve Executive Compensation			5666
Directors’ Compensation for Fiscal 2016ITEM 3		57
Equity Compensation Plans			59
Stock Ownership			60
Audit Related Matters			62
	Fees Paid to Independent Auditors		62
	Audit Committee Report		63
Item 4 — Ratification of the Appointment of Independent Auditors			6467
Fees Paid to Independent Auditors		67
Audit Committee Report		68
ITEM 4	Shareholder Proposal Requiring an Independent Board Chairman	69
Stock Ownership Information		72
Security Ownership of Certain Beneficial Owners and Management		72
Equity Compensation Plans		73
Section 16(a) Beneficial Ownership Reporting Compliance		74
Information About Voting and the Meeting			6575
		Record Date Shares Outstanding		6575
		Quorum; Required Vote; Effect of an Abstention and Broker Non-Votes		6575
Voting		Voting		6575
		Voting by Street Name Holders		66
	“Default” Voting		66
	Right to Revoke		66
	Tabulation of Votes		6676
“Default” Voting		76
Right to Revoke		76
Tabulation of Votes		76
Additional Information			6777
Expense of Solicitation		Section 16(a) Beneficial Ownership Reporting Compliance		6777
Incorporation by Reference		Transactions with Related Persons		6777
		Expense of Solicitation		68
	Incorporation by Reference		68
	Availability of Certain Documents		6877
		Delivery of Documents to Shareholders Sharing an Address		68
	Shareholder Communications with Board Members		6877
Shareholder Proposals and Director Nominations for the 20182020 Annual Meeting			6978
Annex A		79
Non-GAAP Financial Information		7079

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Omnicom Board Compositionof Directors

The Board of Directors of Omnicom Group Inc., a New York corporation (“Omnicom,” the “Company,” “we,” “us” or “our”), currently consists of 1311 directors: 1110 independent directors, Bruce Crawford, our Chairman of the Board, and John D. Wren, our PresidentChairman and Chief Executive Officer. Each director stands for election annually and is elected by a majority of votes cast (in an uncontested election). Our Board values the views of our investors regarding board composition and, in response to investor input, has made board refreshment a priority. As part of this ongoing board refreshment process:

	Deborah J. Kissire, a former Vice Chair and Valerie M. Williams, to theRegional Managing Partner of EY, joined our Board and Audit Committee in 2016.March 2016 and Finance Committee in May 2017.
	Valerie M. Williams, a former Southwest Assurance Managing Partner for EY, joined our Board in October 2016, Audit Committee in December 2016 and Finance Committee in December 2017.
	Gracia C. Martore, the former President and Chief Executive Officer of TEGNA Inc., joined our Board and Audit Committee in July 2017 and Governance Committee in March 2018.
	Ronnie S. Hawkins, a Managing Director of Global Infrastructure Partners, joined our Board and Finance Committee in February 2018 and Governance Committee in February 2019.

As a result of these changes to our Board’s composition, we expect that following the 2017 Annual Meeting, our Board will consist of 12 directors, 10 of whom will be independent. We anticipate continued refreshment of our Board over the next couple of yearsrefreshment and remain focused on ensuring a smooth transition. Director biographiestransition and information about the committees on which our directors serve is included below in the section entitled “Item 1 — Election of Directors.”onboarding process for new directors.

	2017 Director Nominees (12 total)
	INDEPENDENCE		DIVERSITY
				DIRECTOR TENURE & REFRESHMENT: SIGNIFICANT REFRESHMENT REALIZED SINCE 2015

6     Proxy Statement 2017 Annual MeetingA balanced mix of Shareholders

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Corporate Governance

Shareholder Engagement

We are strongly committed to shareholder outreach, supportedfresh perspectives and overseen by theinstitutional knowledge enables strong Board and believe regular, transparent communication with our shareholders is important to our long-term success. During the last year, we have reached out to shareholders representing 68% of our outstanding shares and engaged with 35% in a continued effort to foster a successful shareholder outreach program, establishing and deepening the relationships with the governance teams at many of our largest investors. Mr. Coleman, our Lead Independent Director, actively participates in selected investor meetings each year. To ensure that we fully address any shareholder concerns, shareholder feedback is shared with the Governance and Compensation Committees, as appropriate, as well as with the full Board.

In response to conversations we have had with our shareholders, we have made the following significant corporate governance enhancements over the past year:

Based on the feedback we received from shareholders, the Board has taken significant steps to be responsive to their concerns, including adoption of a board retirement policy described in the section entitled “Director Retirement Policy” on page 11 that by the 2018 Annual Meeting of Shareholders will have resulted in six of our Board members stepping down between May of 2016 and May of 2018. We value our investors’ views regarding our Company, as well as their opinions on corporate governance best practices. Our Board and management found this engagement constructive and informative and will continue our engagement efforts.

Board Leadership

Lead Independent Director

Our Board is committed to improving the Company’s corporate governance practices, and we have significantly enhanced the responsibilities of our Lead Independent Director to strengthen the Board’s independent oversight of management. Further, we have formalizedThe 2019 director tenure chart below illustrates this balance and highlights the annual process whereby our independent directors electmeaningful board refreshment that has been underway over the Company’s Lead Independent Director. This individual would typically also serve as a memberlast several years.

Current Tenure of the Governance Committee and, as such, participate in directorand CEO succession planning. In addition to the responsibilities of all directors, our Lead Independent Director’s other duties, which the Board continues to evaluate through engagement with shareholders, are:2019 Director Nominees

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Corporate GovernanceITEM 1 — ELECTION OF DIRECTORS

In May 2016,determining the independent members of our Board re-elected Leonard S. Coleman, Jr. to serve as the Company’s LeadIndependent Director. During his tenure as a member ofnominees for the Board, Mr. Coleman has consistently demonstrated thoughtful leadership and intelligent decision making. Each year in which he has served as Lead Independent Director, Mr. Coleman has committed to being personally involvedour Governance Committee considers the criteria outlined in our shareholder engagement efforts. Mr. Coleman’s proven integrityCorporate Governance Guidelines including a nominee’s independence, their background and values align perfectly with the important role of Lead Independent Director. Coupled with his extensive senior management, financial, government, development and public company board experience the independentin relation to other members of the Board, determined that Mr. Coleman would beand his or her ability to commit the ideal candidatetime and focus required to serve asdischarge Board duties. In addition, our Governance Committee considers the Company’s Lead Independent Director. We believe that this leadership structure enhances the accountabilitycomposition of the CEOBoard as a whole and diversity in its broadest sense, including persons diverse in gender and ethnicity as well as diversity of viewpoints, ages, and professional and life experiences. The Governance Committee considers a broad spectrum of skills and experience to theensure a strong and effective Board and strengthens the Board’s independence from management.

Chairman and CEO Rolesnominees are neither chosen nor excluded solely or largely based on any one factor.

Our Board understands that there are differing views on theseeks to align our directors’ collective expertise with those areas most appropriateimportant to strong oversight of management at Omnicom. Accordingly, we periodically evaluate Board leadership structure depending on a company’s specific characteristicscomposition to help inform Board succession planning efforts, maintain close alignment between Board skills and circumstances. We currently maintain separate Chairman of the Board and CEO roles. The CEO is responsible for the overall execution of the Company’sOmnicom’s long-term strategy, and maintains vital relationships with hundredspromote Board effectiveness. We have implemented a rigorous skills analysis for each of our top clientsdirectors and key employees.have found that those skill categories with the highest aggregate level of director experience, namely Talent Management, Finance & Accounting, and Risk Management & Controls, align with the areas most critical to Board oversight at Omnicom. The Chairman ofchart below outlines the skill and experience categories our Board provides guidance and mentorship to the CEO and presides over meetings of the full Board. Our Governance Committee,periodically evaluates, as well as the fullimportance of each category to overall Board when appropriate, regularly evaluateseffectiveness.

Risk Management & Controls		Robust risk management is a foundational component of strong Board oversight, and we believe that the Board must include directors who possess a sophisticated ability to understand, measure and mitigate risk.
Finance & Accounting		Financial and accounting expertise is essential to ensuring the integrity of our internal controls, critically evaluating our performance, and providing insight and counsel with respect to our financial reporting, capital structure and approach to capital allocation.
Talent Management		Our ability to attract and retain the most talented professionals is fundamental to the success of a professional services business such as ours, and the Board’s oversight function is particularly critical with respect to succession planning for our senior leadership team, and ensuring that we continue to prioritize diversity and inclusion.
Strategic Planning		Our Board’s ability to effectively review and assess the long-term strategic priorities developed by management, as well as management’s execution against those priorities, is fundamental to our capacity to grow, innovate and create shareholder value.
Industry Experience		Directors with experience relevant to our industry are well-suited to help guide the Company in key areas of our business such as advertising, customer relationship management, media buying, public relations and healthcare, and to assess growth opportunities, whether organic or through acquisitions.
CEO Experience		We believe that experience serving as a CEO enables directors to contribute deep insight into business strategy and operations, positioning the Board to serve as a valuable thought leader and challenge key assumptions while overseeing management.
Legal / Regulatory		Our Board must be able to effectively evaluate Omnicom‘s legal risks and obligations, as well as the complex, multinational regulatory environments in which our businesses operate, to help protect Omnicom’s reputational integrity and promote long-term success.

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ITEM 1 — ELECTION OF DIRECTORS

International Business		Because of Omnicom’s global scale, it is key for our directors to bring experience in international markets and business operations, so that our Board is well-positioned to oversee global strategies and evaluate opportunities for growth outside of the U.S.
Technology		Technological experience enables our directors to provide important insight regarding cybersecurity, data privacy and other matters related to our information security and technology systems as we navigate a time of rapid technological advancement industry-wide.
Public Company Board Experience		Through their experience serving on the boards of other large publicly traded companies, directors bring a valuable understanding of board functions and effective independent oversight.

In addition to possessing the leadership structureskills discussed above, each of our directors must also demonstrate sound judgment, integrity of thought, ethical behavior, critical insight into Omnicom’s businesses, the ability to ask challenging questions of management, and a healthy respect for their fellow Board to determine what works best for the Company and whether combining the rolesmembers.

Independence: ten of our director nominees are independent			Diversity: six of our director nominees are female and four are African American
91%			73%
Director Independence			Women & Multicultural Directors

Table of Chairman and CEO or keeping them separate best serves the interests of our shareholders. Whether the roles of Chairman and CEO are separate or combined, we will continue to have a Lead Independent Director to ensure independent oversight of our Board.Contents

Our ChairmanITEM 1 — ELECTION OF DIRECTORS

The current 11 members of the Board Bruce Crawford, has tremendous experience both with Omnicom and in the advertising, marketing and corporate communications industries. He began his career in advertising in 1956 and, in 1963, he joined BBDO Worldwide, an Omnicom company. He held a variety of high-level positions at BBDO, including that of President and CEO. He was Omnicom’s President and CEO from 1989 until 1995, when he became Omnicom’s Chairmanhave been nominated to continue to serve as directors for another year. All of the director nominees have been recommended for election to the Board by our Governance Committee and CEO. Upon Mr. Wren’s appointment as Presidentapproved and Chief Executive Officer in 1997, Mr. Crawford resigned from his role as CEO, while remaining Chairmannominated for election by the Board. We periodically engage a third-party search firm to assist with the evaluation of director candidates.

The Board has no reason to believe that any of the Board, as well as an executive officer. Our Board has determined that Mr. Crawford’s continued role as Chairman ofnominees would be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, the Board allows usmay, prior to further benefit from the depth of Mr. Crawford’s prior experiencemeeting, select a substitute nominee or undertake to locate another director after the meeting. If you have submitted a proxy and helps us preserve our distinctive culture and history.

Our Board believes that the current Board leadership structurea substitute nominee is bestselected, your shares will be voted for the Company and its shareholders at this time.substitute nominee.

John D. Wren Age66 Director since 1993

PROFESSIONAL EXPERIENCE: Mr. Wren is Chairman and Chief Executive Officer of Omnicom, a position he has held since May 2018. He was named Chief Executive Officer in 1997 and elected Chairman in 2018. Mr. Wren has also served as President of Omnicom for twenty-two years, having been appointed to this role in 1996. Under his direction, Omnicom has become a premier global provider of marketing communications services and has achieved status as a world-class company with one of the best corporate and divisional management leadership teams in our industry. Mr. Wren was part of the team that created Omnicom in 1986, and was appointed Chief Executive Officer of Omnicom’s DAS Group of Companies division in 1990. KEY SKILLS AND QUALIFICATIONS: Through the positions he has held at Omnicom and its networks, Mr. Wren possesses a combination of broad strategic vision and extensive industry knowledge that is fundamental to the Board’s oversight role and uniquely positions him to serve as Chairman. Mr. Wren’s comprehension of Omnicom, its businesses, its clients and its people is invaluable to the Board’s mix of skills and enables him to provide critical insights to the Board. Over the past several years, Mr. Wren has designed and implemented a significant organizational realignment of Omnicom’s businesses and management, and his leadership in the boardroom greatly enhances the Board’s ability to oversee the development of strategy and guide Omnicom’s future success in an industry that is experiencing rapid change, disruption and market-wide technological advancements. As the former Chief Executive Officer of Omnicom’s DAS Group of Companies division, Mr. Wren has tremendous advertising, marketing and corporate communications experience. Under his leadership, the DAS Group of Companies grew to become Omnicom’s largest operating group, comprised of companies in a wide array of communication disciplines ranging from public relations to branding. Mr. Wren’s deep understanding of our industry gained through his extensive experience, long-term relationships he has developed with key clients, and his relationships with key management around the world contribute to robust Board discussion on a variety of topics central to Omnicom’s success, including identifying competitive advantages, retaining top talent and navigating relationships with our most important clients. Mr. Wren is also a member of the International Business Council of the World Economic Forum, and as such, he has direct exposure to the dynamic issues facing a myriad of international companies. This exposure is a valuable asset to Omnicom and enhances the Board’s ability to judiciously oversee management of Omnicom’s own complex global businesses.

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Director IndependenceITEM 1 — ELECTION OF DIRECTORS

Alan R. Batkin Age74 Director since 2008 Member of the Compensation and Finance Committees

PROFESSIONAL EXPERIENCE: Mr. Batkin is Chairman and Chief Executive Officer of Converse Associates, Inc., a strategic advisory firm, a position he has held since January 2013. From February 2007 to December 2012, he was the Vice Chairman of Eton Park Capital Management, L.P., a multi-disciplinary investment firm. From 1990 to 2007, he was Vice Chairman of Kissinger Associates, Inc., a geopolitical consulting firm that advises multi-national companies. OTHER PUBLIC COMPANY BOARDS: Mr. Batkin is a director, member of the Audit Committee, Chairman of the Compensation Committee and Lead Director of Cantel Medical Corp., a provider of infection prevention and control products in the healthcare market, and a director, Chairman of the Board and member of the Conflicts, Nominating, Governance and Compensation, and Audit Committees of Pattern Energy Group, Inc., an independent power company. Mr. Batkin also served as a director of Hasbro, Inc. during the last five years. KEY SKILLS AND QUALIFICATIONS: The selection of Mr. Batkin as a director nominee was partly grounded in the fact that his 16 years of experience as the Vice Chairman of a geopolitical consulting firm advising multinational companies brings to the Board a genuine comprehension and knowledge of the strategy and management of a dynamic and global business. Mr. Batkin understands the complex relationships crucial to successfully running international businesses, as well as the sophisticated strategies involved in expanding international business operations and mitigating risk in foreign countries. Growing Omnicom’s non-U.S. operations is critical to our long-term business strategy, and Mr. Batkin’s expertise in this regard is a critical component of the Board’s mix of skill sets. Mr. Batkin’s service as a director of a company in the healthcare market lends valuable insight into Omnicom’s healthcare businesses. Having worked for more than 22 years in senior investment banking and accounting positions, Mr. Batkin also has high-level financial experience and can provide the Board with valuable input relating to matters of corporate finance and asset management. This experience is additive not only to his role as a director, but also to his service as a member of our Finance Committee. In addition, Mr. Batkin has extensive experience serving on the boards and audit and compensation committees of several public companies in a variety of industries.

Mary C. Choksi Age67 Director since 2011 Chair of the Audit Committee and Member of the Compensation Committee

PROFESSIONAL EXPERIENCE: From 1987 to 2017, Ms. Choksi was a founding partner and Senior Manager of Strategic Investment Group, an investment management enterprise which designs and implements global investment strategies for large institutional and individual investors. In addition, Ms. Choksi is a trustee of a number of funds in the Franklin Templeton Funds family. Ms. Choksi was also a founder and, until May 2011, a Managing Director of Emerging Markets Management LLC, which manages portfolios of emerging market equity securities, primarily for institutional investors. Prior to 1987, Ms. Choksi worked in the Pension Investment Division of the World Bank. OTHER PUBLIC COMPANY BOARDS: Ms. Choksi is a director and Chair of the Compensation Committee of Avis Budget Group, a leading rental car supplier, and a director and Chair of the Finance Committee of White Mountains Insurance Group, Ltd., a company whose principal businesses are conducted through its insurance subsidiaries and other affiliates. KEY SKILLS AND QUALIFICATIONS: With her extensive investment management experience, Ms. Choksi brings to the Board a sophisticated comprehension of the financial matters inherent to running a global business enterprise. It is central to Omnicom’s growth and successful financial performance that the Board of Directors’ knowledge base includes Ms. Choksi’s understanding of the utilization of assets to generate growth. Ms. Choksi was a founding partner and Senior Managing Director of the investment management enterprise Strategic Investment Group and a founder, and, until May 2011, a Managing Director of Emerging Markets Management, which manages portfolios of emerging markets securities, primarily for institutional investors. As such, Ms. Choksi has the highest level of experience managing assets, evaluating investment risk, developing investment strategies and determining the optimal use of corporate assets. In addition, Ms. Choksi’s career includes 10 years of experience at the World Bank, primarily working in the Bank’s development arm focusing on projects in South and Southeast Asia. Through this role, Ms. Choksi acquired a keen appreciation of the many challenges facing a multinational institution as it navigates foreign markets and hones its global investment strategies. Ms. Choksi also has considerable experience as a member of the board and audit committees of other public companies. Collectively, this experience and learning significantly enhances the function of Omnicom’s Audit Committee on which Ms. Choksi serves as Chair. In addition, Ms. Choksi’s breadth of experience is an extremely valuable component of the overall mix of skills necessary for the Board to effectively oversee the development of Omnicom’s diversified global businesses.

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ITEM 1 — ELECTION OF DIRECTORS

Robert Charles Clark Age75 Director since 2002 Chair of the Governance Committee and Member of the Audit Committee

PROFESSIONAL EXPERIENCE: Mr. Clark is a Harvard University Distinguished Service Professor, Harvard Law School, a position he has held since 2003. His research and teaching interests are centered on corporate governance. Previously, he was Dean and Royall Professor of Law at Harvard Law School from July 1989 through June 2003. He has served as a professor of law at Harvard Law School since 1978, and before that, was a tenured professor at Yale Law School. His concentration was corporate law. In addition, Mr. Clark was an associate at Ropes & Gray from 1972 to 1974. For 28 years, until July 2016, Mr. Clark served as a trustee of Teachers Insurance and Annuity Association (TIAA), the giant pension fund serving the higher education community, and for much of that time he chaired the TIAA Nominating and Governance Committee. OTHER PUBLIC COMPANY BOARDS: Mr. Clark served as a director of Time Warner Inc. until it was acquired by AT&T Inc. in June 2018. KEY SKILLS AND QUALIFICATIONS: As one of the foremost authorities on corporate governance matters in the world, Mr. Clark provides the Board with the highest level of corporate governance expertise and a substantial knowledge of corporate law. Mr. Clark possesses an acute appreciation for the intricacies of corporate law and a tremendous knowledge of corporate governance best practices. Mr. Clark’s corporate governance and compliance expertise is particularly beneficial to his service as Chair of Omnicom’s Governance Committee. In addition, the considerable accounting experience Mr. Clark gained through serving as dean of a leading law school responsible for all aspects of its management, including financial, strengthens Omnicom’s Audit Committee of which he is a member. Mr. Clark also has extensive public and private company board experience and, until June 2018, served as a member of the Audit Committee and Chairman of the Nominating and Governance Committee of Time Warner. He also previously served as Chair of the Nominating and Governance Committee and a member of the Human Resources, Corporate Governance and Social Responsibility, and Executive Committees of TIAA. Through his service on the boards of both corporate institutions such as Time Warner and financial institutions such as TIAA, as well as the boards of other large public companies, Mr. Clark possesses an in-depth knowledge of the financial management and business operations and strategies of a global enterprise.

Leonard S. Coleman, Jr. Age70 Director since 1993 Lead Independent Director, Chair of the Finance Committee and Member of the Compensation and Governance Committees

PROFESSIONAL EXPERIENCE: Mr. Coleman was Senior Advisor, Major League Baseball, from 1999 through 2005. Previously, he was Chairman of Arena Co., a subsidiary of Yankees/Nets, until September 2002. Before that, he was President, National League, Major League Baseball from 1994 to 1999, having previously served since 1992 as Executive Director, Market Development of Major League Baseball. Additionally, Mr. Coleman was previously a municipal finance banker for Kidder, Peabody & Company. Prior to joining Kidder, Mr. Coleman served as Commissioner of both the New Jersey Department of Community Affairs and Department of Energy, and Chairman of the Hackensack Meadowlands Development Commission and the New Jersey Housing and Mortgage Finance Agency. Mr. Coleman was also the Vice Chairman of the State Commission on Ethical Standards and a member of the Economic Development Authority, Urban Enterprise Zone Authority, Urban Development Authority, State Planning Commission and New Jersey Public Television Commission. He has also served as President of the Greater Newark Urban Coalition and worked in a management consulting capacity throughout Africa. OTHER PUBLIC COMPANY BOARDS: Mr. Coleman is Chairman of the Board and a member of the Corporate Governance and Compensation Committees of Avis Budget Group, a leading rental car supplier. Mr. Coleman also serves as a director and member of the Compensation and Nominating and Governance Committees of Electronic Arts Inc., a company that develops, markets, publishes and distributes video games, and as a director and member of the Corporate Governance and Nominating Committee of Hess Corporation, an energy company engaged in the exploration and production of crude oil and natural gas. Mr. Coleman also served as a director of Aramark Corporation and Churchill Downs Inc. during the last five years. KEY SKILLS AND QUALIFICATIONS: Mr. Coleman brings a diverse array of senior-level business experience to Omnicom’s Board of Directors, enhancing the effectiveness of its independent oversight of management. The experience acquired throughout Mr. Coleman’s career includes more than a decade of senior management experience in Major League Baseball, including as President of the National League. Mr. Coleman gained extensive financial experience through his years of working as a municipal finance banker at Kidder Peabody, a background which is valuable to his service as Chair of Omnicom’s Finance Committee. Further, he has extensive government experience having served as Commissioner of the New Jersey Department of Community Affairs where his responsibilities included overseeing all local and county budgets. As Commissioner of New Jersey’s Department of Energy, he developed energy policy for the state. In addition, Mr. Coleman was Chairman of the Hackensack Meadowlands Development Commission developing zoning regulations for the area. Collectively, these roles imbued Mr. Coleman with a keen sense of managing risks, which is an important skill for service as a director. Mr. Coleman also lived overseas for several years serving as a management consultant. In addition, Mr. Coleman’s experiences and qualifications include active involvement on the boards of a number of large public companies, providing him with a sophisticated understanding of the operational and financial aspects of businesses, both domestic and international. The breadth of Mr. Coleman’s leadership experience, coupled with the extent of his public company board service, provides him with the knowledge, skills and judgment that make him an extremely effective Lead Independent Director for Omnicom’s Board.

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ITEM 1 — ELECTION OF DIRECTORS

Susan S. Denison Age72 Director since 1997 Chair of the Compensation Committee and Member of the Governance Committee

PROFESSIONAL EXPERIENCE: Ms. Denison is a former partner of Cook Associates, a retained executive search firm, a position she held from June 2001 to April 2015. Ms. Denison has more than twenty years of senior executive experience within the media, entertainment and consumer products industries. She formerly served as a Partner at TASA Worldwide/Johnson, Smith & Knisely and the Cheyenne Group. She has also served as Executive Vice President, Entertainment and Marketing for Madison Square Garden, Executive Vice President and General Manager at Showtime Networks’ Direct-To-Home Division, Vice President, Marketing for Showtime Networks and Senior Vice President, Revlon. In addition, Ms. Denison previously held marketing positions at Charles of the Ritz, Clairol and Richardson-Vicks. KEY SKILLS AND QUALIFICATIONS: With her many years of experience in media and marketing, including multiple senior management roles for companies as varied as Richardson-Vicks, Clairol, Showtime Networks, Revlon and Madison Square Garden, Ms. Denison provides Omnicom and its Board with a deep understanding of consumer behavior and a strategic vision of the business operations of Omnicom’s agencies. As former Partner of an executive search firm and an executive within the media, entertainment and consumer products industries, Ms. Denison brings to the Board an intimate familiarity with executive compensation practices, as well as an extensive knowledge of complex media strategies, the oversight of management, and consumer market insights. Ms. Denison’s leadership experience as a Partner at Cook Associates where she was involved in executive recruiting of the most senior executives, generally at the “C Suite” level, provides her with unparalleled knowledge of the compensation policies and practices of large public companies. This knowledge is an extremely valuable contribution to her role as Chair of Omnicom’s Compensation Committee and better enables the Board to perform its function of overseeing management retention and succession. Ms. Denison also brings an international perspective to the Board through her prior service on the Board and Compensation Committee of a company listed on the Tel-Aviv Stock Exchange.

Ronnie S. Hawkins Age50 Director since 2018 Member of the Governance and Finance Committees

PROFESSIONAL EXPERIENCE: Mr. Hawkins is a Managing Director of Global Infrastructure Partners, a position he has held since April 2018. Global Infrastructure Partners is an infrastructure focused private equity firm with over $45 billion of assets under management. In this role, Mr. Hawkins focuses on international investments primarily in the energy sector. Until April 2018, Mr. Hawkins was a Managing Director, Head of International Investments and member of the Investment Committee of EIG Global Energy Partners, which he joined in 2014. From 2009 to 2013, Mr. Hawkins was an Executive Vice President of General Electric where he led GE Energy’s Global Business Development activities and served as Chair of the GE Energy Investment Committee. Prior to that, Mr. Hawkins spent 19 years as a senior member of the energy investment banking departments at Citigroup and Credit Suisse, completing corporate advisory assignments in over 50 countries, including mergers, acquisitions, divestitures and restructurings. Mr. Hawkins has also led numerous corporate financings for large companies including equity, debt and structured financings. KEY SKILLS AND QUALIFICATIONS: Mr. Hawkins has extensive strategic planning and corporate advisory experience developed over many years of identifying and managing energy investments for EIG Global Energy Partners and, more recently, for Global Infrastructure Partners. With a focus on investments outside of the U.S., Mr. Hawkins possesses an in-depth understanding of the complex regulations governing international business operations and contributes the highest level of international experience to the Board’s mix of skill sets. Mr. Hawkins also served as a senior executive at General Electric for several years where he managed acquisitions, divestitures and joint ventures while leading GE Energy’s Global Business Development activities. Having structured and overseen a great number of business transactions encompassing varied and complex business strategies, Mr. Hawkins has honed an acute understanding of strategic planning, business operations and the role of management. This background and knowledge serves as a key component of the Board’s effective oversight of Omnicom and its management. Having held several senior positions at Citigroup and Credit Suisse leading corporate financings and advising public companies on large transactions, Mr. Hawkins brings valuable investment banking expertise to the Board and the Finance and Governance Committees on which he serves. Through his considerable experience advising corporate clients, Mr. Hawkins has developed an expert knowledge of corporate compliance best practices which is additive to the Board’s oversight of related risks. The experience gained through advising clients on mergers, acquisitions and other strategic corporate transactions provides Mr. Hawkins with a sophisticated ability to evaluate businesses and discern opportunities for growth that greatly enhances the collective skills of the Board and is particularly valuable to his role as a member of the Finance Committee.

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ITEM 1 — ELECTION OF DIRECTORS

Deborah J. Kissire Age61 Director since 2016 Member of the Audit and Finance Committees

PROFESSIONAL EXPERIENCE: Ms. Kissire held multiple senior leadership positions at EY during her career from 1979 to 2015, serving most recently as Vice Chair and Regional Managing Partner, member of the Americas Executive Board and member of the Global Practice Group. Other positions held include the U.S. Vice Chair of Sales and Business Development and National Director of Retail and Consumer Products Tax Services. Throughout her career at EY, Ms. Kissire’s leadership skills and vision were leveraged for strategic firm initiatives and programs such as their Partner Advisory Council, Strategy Task Force, Gender Equity Task Force, Vision 2000 Sales Task Force, and global Vision 2020. OTHER PUBLIC COMPANY BOARDS: Ms. Kissire is a director and Chair of the Audit Committee of Cable One, Inc., a company that provides customers with cable television, high-speed Internet and telephone services, and a director, Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee of Axalta Coating Systems Ltd., a manufacturer of liquid and powder coatings. KEY SKILLS AND QUALIFICATIONS: Ms. Kissire brings several key skills to the Board’s overall mix of knowledge and experience. Throughout a career of 36 years at EY, an internationally recognized accounting firm, Ms. Kissire distinguished herself in a variety of roles. She gained extensive experience serving in senior positions at EY and developed a sophisticated ability to gauge risk in financial, accounting and tax matters. Under Ms. Kissire’s leadership, the size of EY’s Mid-Atlantic practice more than doubled. Through her experience and leadership capabilities, Ms. Kissire has proven herself to possess not only an in-depth understanding of the global financial and taxation regulations facing a business such as Omnicom, but also a keen understanding of how to effectively grow a complex business. Among her leadership roles at EY, Ms. Kissire served as an executive advisor for the firm’s offering in Cyber Economic Security, giving her a unique perspective on digital vulnerabilities and methods of preventing and mitigating cyber-attacks. Taken together, these skills comprise an important component of the Board’s aggregation of skill-sets and make Ms. Kissire an extremely effective member of the Board and Audit and Finance Committees. Further, Ms. Kissire also serves on two public company boards and as Chair of the audit committee of one of those.

Gracia C. Martore Age67 Director since 2017 Member of the Audit and Governance Committees

PROFESSIONAL EXPERIENCE: Ms. Martore is the former President and Chief Executive Officer of TEGNA Inc., one of the nation’s largest local media companies formerly known as Gannett Co., Inc., a position she held from October 2011 to June 2017. Ms. Martore held various leadership roles over her 32-year career at TEGNA, including as President and Chief Operating Officer from 2010 to 2011, Executive Vice President and Chief Financial Officer from 2005 to 2010 and Senior Vice President and Chief Financial Officer from 2003 to 2005. Prior to TEGNA, Ms. Martore worked for 12 years in the banking industry. Ms. Martore is also a member of the Board of Directors of FM Global and The Associated Press, and a member of Wellesley College’s Board of Trustees. OTHER PUBLIC COMPANY BOARDS: Ms. Martore is a director, Chair of the Audit Committee and member of the Compensation and Executive Committees of WestRock Company, a multinational provider of paper and packaging solutions for the consumer and corrugated packaging markets, and a director and member of the Compensation and Nominating and Corporate Governance Committees of United Rentals, Inc., the world’s largest equipment rental company. In addition, Ms. Martore served as a director of TEGNA Inc. during the last five years. KEY SKILLS AND QUALIFICATIONS: Having served as President and Chief Executive Officer of TEGNA Inc., formerly Gannett Co., Ms. Martore brings strong leadership skills, broad strategic vision, financial expertise and proven business acumen to the Board. Under her leadership, Gannett doubled its broadcast portfolio and acquired full ownership of Cars.com. Ms. Martore’s experience running TEGNA, one of the nation’s largest local media companies, adds to the Board the highest level of industry experience and a keen understanding of the media buying perspective which is a crucial component of Omnicom’s businesses. Ms. Martore also led the separation of Gannett into two separate publicly traded companies. The strategic vision evidenced by Ms. Martore’s successes in transforming Gannett and generating value for shareholders is a critical skill for the Board’s overall mix of skill sets. Prior to serving as President and Chief Executive Officer, Ms. Martore served in a variety of leadership roles at Gannet, including Treasurer, Executive Vice President, Chief Operating Officer and Chief Financial Officer. Ms. Martore’s experience in these varied roles brings invaluable financial, accounting, and risk management skills to the Board that will be directly leveraged through her service as a member of the Audit Committee. In addition, Ms. Martore’s extensive business and financial expertise enhance the Board’s collective ability to guide business development strategy and oversee management of financial and operational matters. Ms. Martore also brings to the Board her experience serving on the board, audit committee, compensation committee and nominating and corporate governance committee of other public companies.

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ITEM 1 — ELECTION OF DIRECTORS

Linda Johnson Rice Age61 Director since 2000 Member of the Governance and Compensation Committees

PROFESSIONAL EXPERIENCE: Ms. Johnson Rice is the former Chairman and Chief Executive Officer of Johnson Publishing Company, which owns Fashion Fair Cosmetics, a global prestige cosmetics brand for women of color, and the photo and video archives of Ebony and Jet. In 2016, Ms. Johnson Rice became Chairman Emeritus of Ebony Media Holdings, the parent company for the Ebony and Jet brands and, in 2018, she was named Chairman Emeritus of Ebony Media Operations, after having served as Chief Executive Officer since 2017. Ms. Johnson Rice joined Johnson Publishing Company in 1980, was elected President and Chief Operating Officer in 1987 and served as Chairman and Chief Executive Officer from 2008 to 2019. Johnson Publishing Company filed a voluntary petition for bankruptcy under Chapter 7 of the U.S. Bankruptcy Code on April 9, 2019. OTHER PUBLIC COMPANY BOARDS: Ms. Johnson Rice is a director of Tesla, Inc., a company that manufactures and sells electric vehicles and solar energy generation and storage products, and a director and member of the Nominating and Corporate Governance Committee of Grubhub Inc., a leading online and mobile food-ordering and delivery platform. Ms. Johnson Rice also served as a director of Kimberly-Clark Corporation during the last five years. KEY SKILLS AND QUALIFICATIONS: Ms. Johnson Rice’s acute understanding of advertising and brand management and substantial knowledge of consumer businesses developed during her tenure as President and Chief Operating Officer of Johnson Publishing Company brings to the Board valuable insight into Omnicom’s businesses and the concerns of its clients, a matter of paramount importance to Omnicom’s global business strategy. In addition, Ms. Johnson Rice provides Omnicom with a unique perspective into expanding the operations and building the businesses of a global corporate enterprise, in part developed through her former leadership role as Chairman and Chief Executive Officer of Johnson Publishing Company. The knowledge base Ms. Johnson Rice developed through her experience in this role is a valuable part of the Board’s overall mix of business expertise, particularly in light of the importance of growth to Omnicom’s commitment to increasing shareholder value. Ms. Johnson Rice also has very broad experience through having served for more than 25 years on the boards, audit committees, compensation committees and nominating and governance committees of several other large public companies in a variety of industries.

Valerie M. Williams Age 62 Director since 2016 Member of the Audit and Finance Committees

PROFESSIONAL EXPERIENCE: Ms. Williams is a former Southwest Assurance Managing Partner for EY, a position she had held since 2006. She joined EY in 1981 and has over 35 years of audit and public accounting experience, serving numerous global and multi-location companies in various industries. Ms. Williams held several senior leadership positions at EY and served on multiple strategic committees, including the firm’s Partner Advisory Council, Inclusiveness Council, Audit Innovation Taskforce and the Diversity Taskforce. OTHER PUBLIC COMPANY BOARDS: Ms. Williams is a director and member of the Audit Committee of WPX Energy, Inc., an independent oil and natural gas exploration and production company engaged in the exploitation and development of long-life unconventional properties, and a director and Chair of the Audit Committee of DTE Energy Co., a diversified energy company involved in the development and management of energy-related businesses and services. KEY SKILLS AND QUALIFICATIONS: Ms. Williams has tremendous audit practice experience gained over the course of her career and through this experience has developed risk management skills that are a key component of the Board’s oversight role. The significant financial reporting expertise developed by Ms. Williams through 35 years of audit and public accounting experience serving numerous global and multi-location companies in various industries is a valuable contribution to the Board’s overall mix of skill-sets and is particularly critical to Ms. Williams’s service as a member of the Audit Committee. Ms. Williams distinguished herself in various senior roles throughout her career at EY, and successfully grew a large audit practice group through expert oversight of operations and strategy development. These achievements underscore the business expertise and leadership skills that Ms. Williams possesses and that will better enable the Board to effectively oversee the growth of Omnicom’s businesses. Ours is a global business, and through her experience representing international businesses, Ms. Williams will contribute significantly to guiding Omnicom’s strategic expansion overseas. Ms. Williams also served on several important committees at EY, including the Inclusiveness Council and the Diversity Taskforce, and brings to the Board additional knowledge of the strategies regarding inclusion and diversity. Further, Ms. Williams has experience serving on other public company boards and audit committees.

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ITEM 1 — ELECTION OF DIRECTORS

Our outside directors are Alan R. Batkin, Mary C. Choksi, Robert Charles Clark, Leonard S. Coleman, Jr., Susan S. Denison, Michael A. Henning,Ronnie S. Hawkins, Deborah J. Kissire, John R. Murphy, John R. Purcell,Gracia C. Martore, Linda Johnson Rice and Valerie M. Williams. Our Board has determined that all of our outside directors are “independent” within the meaning of the rules of the New York Stock Exchange (“NYSE”), as well as under our Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted on our website at http://www.omnicomgroup.com. In determining that each of our outside directors is independent, the Board took into consideration the answers to annual questionnaires completed by each of the directors, which covered any transactions with director-affiliated entities. The Board also considered that Omnicom and its subsidiariesoccasionallysubsidiaries occasionally and in the ordinary course of business, sell products and services to, and/or purchase products and services from, entities (including charitable foundations) with which certain directors are affiliated. The Board determined that these transactions were not material to Omnicom or the entity and that none of our directors had a material interest in the transactions with these entities. The Board therefore determined that none of these relationships impaired the independence of any outside director.

As a matter of policy, the John D. Wren, our Chairman and Chief Executive Officer, is not independent non-management directors regularly meet indue to his position as an executive session, without management present. The independent directors met six times in 2016. Mr. Coleman, our Lead Independent Director, presides over executive sessions of the Board.

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Corporate Governance

Board Operations and Committee Structure

Our Board met nine times during 2016. The Board generally conducts specific oversight tasks through committees so that the Board as a whole can focus on strategic matters and those particular tasks that by law or custom require the attention of the full Board. Our Board has established five standing committees, functioning in these areas, as explained more fully below:officer.

Each of the committees operates under a written charter recommended by the Governance Committee and approved by the Board. The Board operates pursuant to our Corporate Governance Guidelines. Each Board committee is authorized to retain its own outside advisors. Our Corporate Governance Guidelines and committee charters, which have been approved by the Board, are posted on our website at http://www.omnicomgroup.com. The table below provides current membership for each Board committee.

Committees of the Board of Directors

Audit Committee:The Audit Committee’s purpose is to assist the Board in carrying out its financial reporting and oversight responsibilities, including oversight of risk as described in “Risk Oversight” below. In this regard, the Audit Committee assists the Board in its oversight of (a) the integrity of our financial statements, (b) compliance with legal and regulatory requirements, (c) the qualifications and independence of our independent auditors, and (d) the performance of our internal audit function and independent auditors. Furthermore, the Audit Committee prepares the report included below in the section entitled “Audit Committee Report.” The Audit Committee also has the power to retain or dismiss our independent auditors and to approve their compensation.

The Board has determined that each member of our Audit Committee is “independent” within the meaning of the rules of both the NYSE and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that each member of our Audit Committee is an “audit committee financial expert,” is “financially literate” andhas “accounting or related financial management expertise,” as such qualifications are defined by U.S. Securities and Exchange Commission (“SEC”) regulations and the rules of the NYSE, respectively.

Compensation Committee:The Compensation Committee’s purpose is (a) to assist the Board in carrying out its oversight responsibilities relating to compensation matters, including oversight of risk as described in “Risk Oversight” below, (b) to prepare a report on executive compensation for inclusion in our annual Proxy Statement and (c) to administer and approve awards under our equity and other compensation plans. The report of the Compensation Committee is included below in the section entitled “Compensation Committee Report.”

The Board has determined that each member of our Compensation Committee is “independent” within the meaning of the rules of the NYSE, a “non-employee director” within the meaning of the regulations of the SEC and an “outside director” within the meaning of regulations of the U.S. Treasury.

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Governance Committee:The Governance Committee’s purpose is to assist the Board in carrying out its oversight responsibilities, including oversight of risk as described in “Risk Oversight” below, relating to (a) the composition of the Board and (b) certain corporate governance matters. As part of its responsibilities, the Governance Committee considers and makes recommendations to the full Board with respect to the following matters: 

The Governance Committee also oversees our shareholder engagement efforts and periodically receives reports from management on shareholder feedback. The Board has determined that each member of our Governance Committee is “independent” within the meaning of the rules of the NYSE.

Finance Committee:The Finance Committee’s purpose is to assist the Board in carrying out its oversight responsibilities relating to financial matters affecting Omnicom, including in respect of acquisitions, divestitures and financings and the oversight of risk as described in “Risk Oversight” below.

Executive Committee:The Executive Committee’s purpose is to act on behalf of the Board in the management of the Board’s business and affairs between Board meetings, except as specifically prohibited by applicable law or regulation, or by our charter or By-laws.

Director Nomination Process

Nominations for directors at our 20182020 Annual Meeting of Shareholders may be made only by the Board, or by a shareholder entitled to do so pursuant to our By-laws not later than the deadlines set forth below in the section entitled “Shareholder Proposals and Director Nominations for the 20182020 Annual Meeting.”

Our By-laws provide that shareholders may present director nominations directly at the annual meeting (and not for inclusion in our proxy statement) by satisfying certain advance notice requirements, and providing information as to such nominee and submitting shareholder as specified in our By-laws. Our By-laws also permit a shareholder or group of up to 20 shareholders owning 3% or more of the Company’s common stock continuously for at least three years to nominate and include in the Company’s proxy statement director candidates constituting up to 20% of the Board, but no less than two, to be considered for election by the holders of the Company’s common stock, provided that the shareholder (or group) and each nominee satisfy the requirements and provide information as to such nominee and submitting shareholder as specified in our By-laws.

You can obtain a copy of the full text of the By-law provisions noted above by writing to our Corporate Secretary at our address listed below in the section entitled “Availability of Certain Documents”,Documents,” or on our website at http://www.omnicomgroup.com. Our By-laws have also been filed with the SEC.U.S. Securities and Exchange Commission (“SEC”).

The Governance Committee will consider all candidates recommended by our shareholders in accordance with the procedures included in our By-laws and this Proxy Statement. We did not receive any nominee recommendations from shareholders this year. Any future director candidate recommendations made by shareholders that are properly submitted will be considered by the Governance Committee in the same manner as those submitted by the Board or the Governance Committee itself.

Our Board seeks to ensure that it is composed of individuals not only with substantial experience and judgment but also from diverse backgrounds and experiences. In determining the nominees for the Board, our Governance Committee considers the criteria outlined in our Corporate Governance Guidelines including a nominee’s background and experience in relation to other members of the Board, his or her readiness to commit the time required to discharge Board duties and independence issues. In addition, our Governance Committee considers the composition of the Board as a whole and diversity in its broadest sense, including persons diverse in gender, ethnicity and geography as well as representing diverse viewpoints, ages, and professional and life experiences. In considering diversity, director nominees are neither chosen nor excluded solely or largely based on any one factor. The Governance Committee considers a broad spectrum of skills and experience to ensure a strong and effective Board.

Board and Committee Evaluation Process

Every year, the Board and its committees each conduct a self-evaluation to help promote Board and committee effectiveness. The Governance Committee leads the evaluation process, which is overseen by our Lead Independent Director. The process allows directors to evaluate the Board as a whole and the standing committees of the Board on which each director serves through questionnaires covering topics such as:

●20	the effectiveness of the Board’s leadership structure and the composition and responsibilities of its committees;
●	the adequacy of the number and length of Board and committee meetings and the appropriateness of topics discussed; and
●	the dynamic between the Board and management, and the quality of management’s presentations and information provided to the Board and its committees.2019Proxy Statement

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Corporate Governance

Our Governance Committee recommends to the full Board a plan for any changes to the functions of our Board or its committees including on structure, responsibilities, performance and composition.

The Governance Committee reviews the composition of the Board and recommends to the full Board nominees for election. The Governance Committee identifies the skills and experienceneeded to replace any departing director and performs research, either itself or by engaging third parties to do so on its behalf, to identify and evaluate director candidates.

Director Attendance

Attendance at Board and committee meetings during 2016 averaged close to 100% for the directors as a group. Except for a director who missed two meetings and had a 93% attendance record, each of our other directors attended 100% of the meetings of the Board and the committees of the Board on which he or she served during 2016. We encourage our directors to attend our annual meetings of shareholders, and all of our directors attended the 2016 Annual Meeting of Shareholders.

Director Retirement Policy

In December 2015, the Board adopted a mandatory retirement age policy for directors. The policy provides that, effective December 31, 2017, no director shall be nominated for election or re-election to the Board if the director has reached 75 years of age on or before December 31st of the year preceding election or re-election. The Board, upon the recommendationof the Governance Committee, may waive this limitation for any director if the Board determines that it is in the best interests of the Company and its shareholders to extend the director’s service. In the event of a waiver, the Board will provide shareholders with rationale for its decision.

Compensation Committee Interlocks and Insider Participation

The following directors served as members of our Compensation Committee during all or a portion of 2016: Susan S. Denison, Alan R. Batkin, Mary C. Choksi, Leonard S. Coleman, Jr., Michael A. Henning, Linda Johnson Rice and Gary L. Roubos. None of the Compensation Committee members serving during 2016 is a current or former employee or officer of Omnicom or its subsidiaries. None of the Compensation Committee membersserving during 2016 has ever had any relationship requiring disclosure by Omnicom under Item 404 of Regulation S-K. During 2016, none of our executive officers served as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any other company that had an executive officer serving as a member of our Board or its Compensation Committee.

Qualifications of the Members of the Board of Directors

In accordance with the process for the selection and nomination of directors described above, the Governance Committee reviews the composition of the Board at least annually and recommends to the full Board nominees for election. As part of its evaluation, the Governance Committee considers the slate of directors as a whole as well as the specific skills, backgrounds,experiences and qualifications of each nominee. The Board believes that a combination of skill-sets and experiences in a variety of industries provides the Board with the necessary range and depth of knowledge to most effectively oversee a company as large and complex as Omnicom.

Diversity and Inclusion

Omnicom believes that workplace diversity creates value for the Company, enhances the quality of work we create for clients and fosters a positive corporate culture. We know that a workforce reflecting the demographics of our society is better poised to create effective campaigns for our clients that resonate with a diverse population. With our global presence, we believe it is important that our workforce reflects our global community. This commitment to diversity starts within the boardroom. Our Board includes five women and three African Americans, including Leonard S. Coleman, Jr., our Lead Independent Director. Across the Company, we are committed to recruiting and retainingthe best talent from diverse backgrounds, experiences and perspectives and have implemented key programs and initiatives to ensure we deliver on this commitment. These efforts include:ITEM 1 — ELECTION OF DIRECTORS

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Corporate Governance

We have been publicly recognized for our commitment to inclusion and diversity initiatives. Most recently, in 2016 Omnicom was designated as one of the “Best Places to Work forLGBT Equality” by the Human Rights Campaign Foundation and received a score of 100 percent on the foundation’s Corporate Equality Index survey. Our Senior Vice President and Chief Diversity Officer was recognized as the 2015 Global Diversity Champion by the European Diversity Awards. Our Chief Executive Officer, John Wren, was honored as a pioneer and supporter of diversity by the American Advertising Federation at their 2013 Diversity Achievement and Mosaic Awards, and Omnicom Group was recognized as a Diversity Pioneer at the 2012 Diversity Achievement and Mosaic Awards.

Omnicom shares the following key diversity statistics on its website:

We believe that these statistics clearly reflect the value Omnicom places on workplace diversity and the strength of its efforts to promote professional opportunities for women and minorities.

Risk Oversight

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. The principal oversight function of the Board and its committees includes understanding the material risks the Company confronts and methods to mitigate or manage those risks. Management is responsible for establishing our business strategy, identifying and assessing the related risks and establishing appropriate risk management practices. Our Board reviews our business strategy and management’s assessment of the related risk, and discusses with management the appropriate level of risk for the Company.

Our Board administers its risk oversight function with respect to our operating risk as a whole, and the Board and its committees meet with management at least quarterly to receive updates with respect to our business operations and strategies, financial results and the monitoring of related risks. The Board also delegates oversight to the Audit, Governance, Compensation and Finance Committees to oversee selected elements of risk:

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Corporate Governance

The Company’s management is responsible for day-to-day risk management. The CEO, CFO and General Counsel periodically report on the Company’s risk management policies and practices to relevant Board committees and to the full Board. Our Treasury, Legal, Controller and Internal Audit functions work with management at the agency level, serving as the primary monitoring and testing function for company-wide policies and procedures, and managing the day-to-day oversight of risk management strategy for the ongoing business of the Company. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our Board leadership structure supports our approach.

Ethical Business Conduct

We have a Code of Business Conduct designed to assure that our business is carried out in an honest and ethical way. The Code of Business Conduct applies to all of our, and our majority-owned subsidiaries’, directors, officers and employees and requires that they avoid conflicts of interest, comply with all laws and other legal requirements and otherwise act with integrity. In addition, we have adopted a Code of Ethics for Senior Financial Officers regarding ethical action and integrity relating to financial matters applicable to our senior financial officers. Our Code of Business Conduct and Code of Ethics for Senior Financial Officers are available on our website at http://www.omnicomgroup.com, and are also available in print to any shareholder that requests them. We will disclose any future amendments to, or waivers from, certain provisions of these ethical policies and standards for senior financial officers, executive officers and directors on our website within the time period required by the SEC and the NYSE.

We also have procedures to receive, retain and treat complaints regarding accounting, financial reporting and disclosure, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters, as well as possible violations of our Code of Business Conduct or Code of Ethics for Senior Financial Officers. The procedures are posted on our website at http://www.omnicomgroup.com and the websites of our various global networks.

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Of the current 13 members of the Board, 12 have been nominated to continue to serve as directors for another year, while one will not stand for re-election in connection with our board refreshment initiative. All 12 director nominees have been recommended for election to the Board by our Governance Committee and approved and nominated for election by the Board.

The Board has no reason to believe that any of the nominees would be unable or unwilling to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, the Board may, prior to the meeting, select a substitute nominee or undertake to locate another director after the meeting. If you have submitted a proxy and a substitute nominee is selected, your shares will be voted for the substitute nominee.

In accordance with our By-laws, directors are elected by a majority of the votes cast. That means the nominees will be elected if the number of votes cast “for” a director’s election exceeds the number of votes cast “against” such nominee. For this purpose, broker non-votes will not count as a vote cast and will have no effect on the elections of directors. Our form of proxy permits you to abstain from voting “for” or “against” a particular nominee. However, shares represented by proxies so designated will count as being present for purposes of determining a quorum but will not count as a vote cast and will have no effect on the election of directors. Such proxies may also be voted on other matters, if any, that may be properly presented at the meeting.

If an incumbent nominee is not reelected, New York law provides that the director would continue to serve on the Board as a “holdover director.” Under our By-laws and a policy adopted by the Board, such a director is required to promptly tender his or her resignation to the Board. The Governance Committee of the Board then must consider whether to accept the director’s resignation and make a recommendation to the Board. The Board will then consider the resignation, and within 90 days after the date of certification of the election results, publicly disclose its decision and the reasons for its decision.

A director whose resignation is under consideration may not participate in any deliberation regarding his or her resignation unless none of the directors received a majority of the votes cast. If the Board accepts a director’s resignation, the Board will then elect a replacement in accordance with the By-laws.

A balanced mixBoard’s Role and Responsibilities

The Board oversees Omnicom’s strategy setting and review process, which is led by the Company’s management team and is focused on execution of fresha long-term strategy to deliver value to our shareholders. The Board reviews and assesses the strategic priorities developed and implemented by management under the direction of Omnicom’s Chairman and CEO, John Wren. The Board reviews Omnicom’s financial performance throughout the year and evaluates strategy in light of results, with an industry focus that includes peer comparisons and our competitive ability to attract and retain the most talented workforce. At least annually, the Board has a more detailed discussion, generally over two days, which is informed by reports from management on a variety of strategic matters and input regarding strategic goals of Omnicom’s networks and practice areas. At this meeting, the Board receives a complete analysis of the strategies with respect to the multiple business components integral to Omnicom’s comprehensive long-term strategic direction. This meeting also includes management presentations on important topics such as risk management, diversity and inclusion, information technology, cybersecurity and our data breach incident plan, human capital management, and top clients. Our Board believes this comprehensive process greatly strengthens its ability to effectively oversee management as Mr. Wren and senior leadership drive the future success of our Company.

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term organizational performance and enhance shareholder value. The principal oversight function of the Board and its committees includes understanding the material risks the Company confronts and methods to mitigate or manage those risks. Management is responsible for identifying and assessing the related risks and establishing appropriate risk management practices. Our Board reviews management’s assessment of the related risk, and discusses with management the appropriate level of risk for the Company.

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	OUR BOARD OF DIRECTORS Administers its risk oversight function with respect to our operating risk as a whole, and the Board and its committees meet with management at least quarterly to receive updates with respect to our business operations and strategies, financial results and the monitoring of related risks. The Board also delegates oversight to the Audit, Governance, Compensation and Finance Committees to oversee selected elements of risk:
	OUR AUDIT COMMITTEE Oversees financial risk exposures, including monitoring the integrity of the financial statements, internal control over financial reporting, and the independence of the independent auditors of the Company. The Audit Committee inquires of management and the independent auditors about significant risks or exposures and assesses management’s actions in light of any such risks, and also discusses guidelines and policies governing the process by which management of the Company assesses and manages the Company’s exposure to risk. The Audit Committee receives an assessment report from the Company’s internal auditors on at least an annual basis and more frequently as appropriate. The Audit Committee oversees the Company’s cybersecurity risk management programs and reviews reports from management regarding cybersecurity, data privacy and other risks relevant to the Company’s information technology systems. The Audit Committee also assists the Board in fulfilling its oversight responsibility with respect to compliance with legal and regulatory matters related to the Company’s financial statements and meets at least quarterly with our financial management, independent auditors and legal advisors for updates on risks related to our financial reporting function.
	OUR GOVERNANCE COMMITTEE Oversees governance-related risk by working with management to establish Corporate Governance Guidelines and policies applicable to the Company and our management, including recommendations regarding director nominees, the determination of director independence, Board leadership structure and membership on Board committees. The Company’s Governance Committee also oversees risk by working with management to adopt codes of conduct and business ethics designed to encourage the highest standards of business ethics.
	OUR COMPENSATION COMMITTEE Oversees compensation-related risk by working with management in the creation of compensation structures that create incentives to encourage a level of risk-taking behavior consistent with the Company’s business strategy.
	OUR FINANCE COMMITTEE Oversees financial, credit and liquidity risk by overseeing our Treasury function to evaluate elements of financial and credit risk and advise on our financial strategy, capital structure, capital allocation and long-term liquidity needs, and the implementation of risk mitigating strategies.
	THE COMPANY’S MANAGEMENT Responsible for day-to-day risk management. The CEO, CFO and General Counsel periodically report on the Company’s risk management policies and practices to relevant Board committees and to the full Board. Our Treasury, Legal, Controller, Information Technology, and Internal Audit functions work with management at the agency level, serving as the primary monitoring and testing function for company-wide policies and procedures, and managing the day-to-day oversight of risk management strategy for the ongoing business of the Company. We believe the division of risk management responsibilities described above is an effective approach for addressing the risks facing the Company and that our Board leadership structure supports our approach.

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Diversity and Corporate Responsibility

Omnicom believes that workplace diversity creates value for the Company, enhances the quality of work we create for clients and is a cornerstone of our positive corporate culture. We know that a workforce reflecting the demographics of our society is better poised to create effective campaigns for our clients that resonate with a diverse population. With our global presence, we believe it is important that our workforce reflects our global community. This commitment to diversity starts within the boardroom. Our Board includes six women and four African Americans, including Leonard S. Coleman, Jr., our Lead Independent Director. Across the Company, we are committed to recruiting and retaining the best talent from diverse backgrounds, experiences and perspectives and institutional knowledge enables strong Board oversight of management. The chart below illustrates tenurehave implemented key programs and initiatives to ensure we deliver on this commitment. These efforts include:

We have been publicly recognized for our commitment to inclusion and diversity initiatives. For each of the 2017 director nomineespast three years, Omnicom has been designated as one of the “Best Places to Work for LGBT Equality” by the Human Rights Campaign Foundation and received a score of 100 percent on the projected tenurefoundation’s Corporate Equality Index survey. Our Senior Vice President and Chief Diversity Officer was recognized as the 2015 Global Diversity Champion by the European Diversity Awards. Our Chairman and CEO, John Wren, was honored as a pioneer and supporter of diversity by the American Advertising Federation at their 2013 Diversity Achievement and Mosaic Awards, and Omnicom Group was recognized as a Diversity Pioneer at the 2012 Diversity Achievement and Mosaic Awards.

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At Omnicom, we’re committed to promoting sustainable practices and making positive contributions to society around the globe. Our corporate responsibility efforts spread across four key areas: supporting our communities, creating a dynamic and diverse workforce, managing our environmental footprint and ensuring a strong governance structure.

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Communications with Shareholders

We are strongly committed to shareholder outreach, supported and overseen by the Board, and believe regular, transparent communication with our shareholders is important to our long-term success. Mr. Coleman, our Lead Independent Director, actively participates in selected investor meetings each year. To ensure that we fully address any shareholder concerns, shareholder feedback is shared with the Governance and Compensation Committees, as appropriate, as well as with the full Board.

During the last year, we reached out to shareholders representing more than 60% of our directorsoutstanding shares and engaged with shareholders representing over 40% of our outstanding shares in a continued effort to foster a successful shareholder outreach program, establishing and deepening the relationships with the governance teams at many of our largest investors. Mr. Coleman participated in shareholder engagement with approximately 10% of our outstanding shares and shared feedback with the timefull Board.

Based on the feedback we received from shareholders, the Board has taken significant steps to be responsive to their concerns, including adoption of a board retirement policy described in the section entitled “Director Retirement Policy” on page 31 that has resulted in six of our Board members stepping down between May of 2016 and May of 2018. The Board also carefully considered shareholder input in determining to reduce the ownership threshold required for shareholders to call a special meeting from 25% to 10% in response to the shareholder proposal that received 50.3% support at our 2018 Annual Meeting. The chartFor a more complete summary of the feedback we heard from shareholders and actions taken by the Board, please refer to page 7 of our Proxy Summary. We value our investors’ views regarding our Company, as well as their opinions on corporate governance best practices. Our Board and management found this engagement constructive and informative, and we will continue our engagement efforts. In addition to the direct input of our shareholders, we also provides board refreshment highlights that summarize key steps towards meaningful board refreshment.

Director Tenure & Refreshment: Significant Refreshment Underwayconsider the Investor Stewardship Group’s six corporate governance principles for U.S. listed companies.

Interested parties, including shareholders, may communicate (if they wish on a confidential, anonymous basis) with the outside directors, the Chairs of our Audit, Compensation, Finance and Governance Committees or any individual director (including our Lead Independent Director who presides over the executive sessions of our independent non-management directors) on board-related issues by writing to such director, the Committee Chair or to the outside directors as a group c/o Corporate Secretary at Omnicom Group Inc., 437 Madison Avenue, New York, New York 10022. The envelope should clearly indicate the person or persons to whom the Corporate Secretary should forward the communication. Communications will be distributed to the Board, or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communications.

Board Leadership Structure

Our Governance Committee, as well as the full Board when appropriate, regularly evaluates the leadership structure of our Board to determine what arrangement is most appropriate for the Company and shareholders. The Board believes that it is important to maintain flexibility to determine the appropriate leadership structure based on Company circumstances at the time, and that our directors are best positioned to lead this evaluation given their unique insight into Omnicom’s business, leadership team, culture, opportunities and challenges. Our Board is currently led by a Lead Independent Director, a Chairman/CEO, and four independent Committee Chairs. The Board believes this to be the optimal Board leadership structure for Omnicom at present, combining strong independent leadership with the benefits of having our CEO chair Board meetings in which strategic business matters are routinely discussed.

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In anticipation of our former Executive Chairman, Bruce Crawford, retiring in May of 2018, the Board spent considerable time evaluating its leadership structure and assessing various succession options. Ultimately, the Board determined it was critical to the future success of our Company to appoint our CEO Mr. Wren as Chairman following Mr. Crawford’s retirement. In making this decision, the Board evaluated a range of factors, including the complexity of our business; our ongoing organizational realignment; our robust Lead Independent Director role; and feedback from our shareholders regarding Omnicom’s leadership structure:

■	●Business Complexity:In responseThe Board considered the complex nature of our Company and our business, and that the success of a professional services business such as ours is based on retaining the most talented individuals to shareholder feedbackbest serve our clients. Ensuring executive-level continuity in the CEO and Chair roles is integral to supporting the transition of hundreds of client relationships, which have been built on lengthy average Board tenure,trust and support over many years. These chairman-client relationships are particularly relevant at the Board implemented a thoughtful refreshment plan involving a mandatory retirement age policy that allowstime considering the client losses our industry peers are experiencing and the ability for a smooth transition ●2 directors retired in 2016 and an additional director will not stand for re-election at our 2017 Annual Meeting ●2 independent directors joinedOmnicom to benefit from the Board in 2016opportunities this creates.
39%Projected Reduction in Average Director Tenure(2015-2018 Annual Meeting)
■	PROJECTED TENURE AT 2018 ANNUAL MEETINGOngoing Organizational Realignment:
	●The Board currently plans to add 2 additional independent directors by the 2018 Annual Meeting

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Bruce Crawford
Age 88 Director since 1989 Chairman of the Board, Chairman of the Finance Committee and Member of the Executive Committee		PROFESSIONAL EXPERIENCE: Mr. Crawford is Chairman ofbe critical. Further, the Board of Omnicom,believes that the combined role, balanced by a strong Lead Independent Director position, he has held since 1995. From 1989 to 1995, he served as Omnicom’s Presidentwill facilitate close coordination between management and Chief Executive Officer and, from 1995 to 1997, he served as Omnicom’s Chairman and Chief Executive Officer. Mr. Crawford began his career in advertising in 1956 and, in 1963, he joined BBDO. He held a variety of high-level positions at BBDO, including that of President and Chief Executive Officer, a position he held from 1977 until 1985. Mr. Crawford is an Honorary Director of The Metropolitan Opera and Chairman Emeritus of Lincoln Center. He is also a Director of The Animal Medical Center. KEY SKILLS AND QUALIFICATIONS: Mr. Crawford brings to the Board an unmatched degree of experience in the advertising, marketing and corporate communications industries. His involvement in the industry began in 1956, and since then he has held a diverse array of positions, such as Omnicom’s Chairman of the Board, President, and Chief Executive Officer. As President and Chief Executive Officer of BBDO, Mr. Crawford built the agency into a global company. These positions have earned Mr. Crawford an extremely keen understanding and a vast scope of knowledge of Omnicom’s business operations and strategy. Mr. Crawford’s experiences and qualifications also include his active involvement on a number of non-profit boards.

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Alan R. Batkin
Age 72 Director since 2008 Member of the Compensation and Finance Committees		PROFESSIONAL EXPERIENCE: Mr. Batkin is the Chairman and Chief Executive Officer of Converse Associates, Inc., a strategic advisory firm, a position he held since January 2013. From 2007 to December 2012, he was the Vice Chairman of Eton Park Capital Management, L.P., a multi-disciplinary investment firm. From 1990 to 2007, he was Vice Chairman of Kissinger Associates, Inc., a geopolitical consulting firm that advises multi-national companies. OTHER PUBLIC COMPANY BOARDS: Mr. Batkin is a director and member of the Audit and Nominating and Governance Committees of Hasbro, Inc. (listed on Nasdaq), a toy and game company, a director, member of the Audit Committee, Chairman of the Compensation Committees and Presiding Director of Cantel Medical Corp. (listed on NYSE), a provider of infection prevention and control products in the healthcare market, and a director, Chairman of the Board and memberhelp accelerate the ongoing progress of Omnicom’s realignment initiatives.
■	Robust Lead Independent Director Role:Our Lead Independent Director role at Omnicom has evolved to include significant responsibilities, similar to those typically overseen by an Independent Chair (see page 27 for a full list of these responsibilities). The Board annually reviews the Audit, Conflicts, Nominating, Governanceresponsibilities assigned to the Lead Independent Director role, and Compensation Committeesin February 2019, the Board enhanced the already robust responsibilities assigned to this role to formally include the authority to call meetings of Pattern Energy Group, Inc. (listed on Nasdaq), an independent power company.directors; participate in the recruitment, mentoring and development of our directors; and oversee any conflicts of interest among directors. In addition, the Board anticipates that Mr. Batkin alsoColeman, who has served as a director of Overseas Shipholding Group, Inc. during the last five years. KEY SKILLS AND QUALIFICATIONS: The selection of Mr. Batkin as a director nominee was partly groundedour Lead Independent Director since late 2015, will continue in the fact that his 16 years ofthis role to provide continuity and stability while we experience as the Vice Chairman of a geopolitical consulting firm advising multinational companies brings tochange at the Board a genuine comprehension and knowledge of the strategy and management of a dynamiclevels. Mr. Coleman has been an active participant in our dialogue with shareholders and global business. Mr. Batkin understands the complex relationships crucial to successfully running international businesses,has engaged directly on this topic, as well as others discussed on page 7 of our Proxy Summary in more detail.
■	Shareholder Feedback:The Board carefully considered shareholder perspectives on Omnicom’s leadership structure through extensive engagement conducted over the sophisticated strategies involved in expanding internationallast seven months. Omnicom reached out to shareholders representing more than 60% of our outstanding shares this year and engaged with the holders of more than 40% of shares. During discussions with our investors, we explained the complexity of our business operations and avoiding risk in foreign countries. Growing Omnicom’s non-U.S. operationsour ongoing organizational realignment as reasons why it is critical to our long-term business strategythat Mr. Wren serve as Chair. The vast majority of investors who accepted our offer to engage were supportive of combining our Chair and Mr. Batkin’s expertiseCEO positions at this time – particularly in this regard is a critical componentlight of the Board’s mixcritical nature of skill sets. Mr. Batkin’s service as a director of a company in the healthcare market lends valuable insight into Omnicom’s healthcare businesses. Having worked for more than 22 years in senior investment banking and accounting positions, Mr. Batkin also has high-level financial experience and can provide the Board with valuable input relating to matters of corporate finance and asset management. This experience is additive not only to his role as a director, but also to his service as a member of our Finance Committee. In addition, Mr. Batkin has extensive experience serving on the boards and audit committees of several public companiesclient-chairman relationships in a variety of industries.professional services business such as ours, and our strong Lead Independent Director role.

www.omnicomgroup.com    17While the Board is confident that this leadership structure is best suited to the current needs of the business, the Board remains committed to rigorously evaluating Omnicom’s leadership structure each year and to gathering shareholder feedback on this matter through ongoing engagement.

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Our Board is committed to improving the Company’s corporate governance practices, and we have significantly enhanced the responsibilities of our Lead Independent Director’s role to strengthen the Board’s independent oversight of management. This individual would typically also serve as a member of the Governance Committee and, as such, participate in director and CEO succession planning. In addition to the responsibilities of all directors, our Lead Independent Director’s other duties, which the Board continues to evaluate through engagement with shareholders, include:

■	Preside at executive sessions of the independent directors;
Age 65 Director since 2011 Member■	Preside at all meetings of the AuditBoard at which the Chairman is not present;
■	Serve as principal liaison between the independent directors and Compensation Committeesthe Chairman and CEO;

Participate in director recruitment, mentoring and development;

	Approve the schedule of Board meetings, with the authority to call meetings of independent directors;
	PROFESSIONAL EXPERIENCE: Ms. Choksi was a founding partnerOversee conflicts of interest of all directors, including the Chairman and Senior Advisor of Strategic Investment Group (Strategic), an investment management enterprise founded in 1987 which designs and implements global investment strategies for large institutional and individual investors. She servedCEO;
	Advise the Chairman, including providing input as a Senior Managing Director/Senior Adviser of Strategic until February 2017. In addition, Ms. Choksi is a trustee of a number of funds in the Franklin Templeton Funds family. Ms. Choksi was also a founder and, until May 2011, a Managing Director of Emerging Markets Management LLC, which manages portfolios of emerging market equity securities, primarily for institutional investors. Prior to 1987, Ms. Choksi worked in the Pension Investment Division of the World Bank. OTHER PUBLIC COMPANY BOARDS: Ms. Choksi is a director and member of the Audit and Governance Committees of Avis Budget Group (listed on Nasdaq), a leading rental car supplier. KEY SKILLS AND QUALIFICATIONS: With her extensive investment management experience, Ms. Choksi brings to the Board a sophisticated comprehensionquality, quantity and timeliness of information provided to the financial matters inherent to running a global business enterprise. It is central to Omnicom’s growthBoard;

18    Proxy Statement 2017 Annual MeetingWe believe that this leadership structure enhances the accountability of Shareholdersthe Chairman and CEO to the Board and strengthens the Board’s independence from management.

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Robert Charles Clark
Age 73 Director since 2002 Vice ChairmanOn the recommendation of the Governance Committee, and Memberthe independent members of our Board designate the Audit Committee		PROFESSIONAL EXPERIENCE: Mr. Clark is a Harvard University Distinguished Service Professor, Harvard Law School, a position he has held since 2003. His research and teaching interests are centered on corporate governance. Previously, he was Dean and Royall ProfessorLead Independent Director annually. In May 2018, the independent members of Law at Harvard Law School from July 1989 through June 2003. He has served as a professor of law at Harvard Law School since 1978, and before that, was a tenured professor at Yale Law School. His concentration was corporate law. In addition, Mr. Clark was an associate at Ropes & Gray from 1972 to 1974. For 28 years, until July 2016, Mr. Clark served as a trustee of Teachers Insurance and Annuity Association (TIAA), the giant pension fund serving the higher education community, and for much of that time he chaired the TIAA Nominating and Governance Committee. OTHER PUBLIC COMPANY BOARDS: Mr. Clark is the lead independent director, a member of the Audit Committee and Chairman of the Nominating and Governance Committee of Time Warner Inc. (listed on NYSE), a media and entertainment company. KEY SKILLS AND QUALIFICATIONS: As one of the foremost authorities on corporate governance matters in the world, Mr. Clark provides theour Board with the highest level of corporate governance expertise and a substantial knowledge of corporate law. Mr. Clark possesses an acute appreciation for the intricacies of corporate law and a tremendous knowledge of corporate governance best practices. Mr. Clark’s corporate governance and compliance expertise is particularly beneficial to his service as a member of Omnicom’s Governance and Audit Committees. In addition, Mr. Clark has valuable accounting experience through the position he has held as dean of a leading law school responsible for all aspects of its management, including financial. Mr. Clark also has extensive public and private company board experience and serves as a member of the Audit Committee and Chairman of the Nominating and Governance Committee of Time Warner. He previously served as Chair of the Nominating and Governance Committee and a member of the Human Resources, Corporate Governance and Social Responsibility, and Executive Committees of TIAA. Through his service on the boards of both corporate institutions such as Time Warner and financial institutions such as TIAA, as well as the boards of other large public companies, Mr. Clark possesses an in-depth knowledge of the financial management and business operations and strategies of a global enterprise.

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re-elected Leonard S. Coleman, Jr.
Age 68 Director since 1993 to serve as the Company’s Lead Independent Director, Chairman of the Executive Committee and Member of the Compensation and Governance Committees		PROFESSIONAL EXPERIENCE: Mr. Coleman was Senior Advisor, Major League Baseball, from 1999 through 2005. Previously, he was Chairman of Arena Co., a subsidiary of Yankees/Nets, until September 2002. Before that, he was President, National League, Major League Baseball from 1994 to 1999, having previously served since 1992 as Executive Director, Market Development of Major League Baseball. Additionally, Mr. Coleman was previously a municipal finance banker for Kidder, Peabody & Company. Prior to joining Kidder, Mr. Coleman served as Commissioner of both the New Jersey Department of Community Affairs and Department of Energy, and Chairman of the Hackensack Meadowlands Development Commission and the New Jersey Housing and Mortgage Finance Agency. Mr. Coleman was also the Vice Chairman of the State Commission on Ethical Standards and a member of the Economic Development Authority, Urban Enterprise Zone Authority, Urban Development Authority, State Planning Commission and New Jersey Public Television Commission. He has also served as President of the Greater Newark Urban Coalition and worked in a management consulting capacity throughout Africa. OTHER PUBLIC COMPANY BOARDS: Mr. Coleman is a director, Chairman of the Corporate Governance Committee and member of the Compensation Committee of Avis Budget Group (listed on Nasdaq), a leading rental car supplier. Mr. Coleman also serves as a director and member of the Compensation and Nominating and Governance Committees of Electronic Arts Inc. (listed on Nasdaq), a company that develops, markets, publishes and distributes video games, and as a director of Hess Corporation (listed on NYSE), an energy company engaged in the exploration and production of crude oil and natural gas. Mr. Coleman also served as a director of Aramark Corporation, Churchill Downs Inc. and H.J. Heinz Corporation during the last five years. KEY SKILLS AND QUALIFICATIONS: Omnicom and its Board of Directors benefit from the diverse business experience that Mr. Coleman has acquired overDirector. During his career, including during more than a decade of senior management experience in Major League Baseball, including as President of the National League. Mr. Coleman gained significant financial experience through his years of working as a municipal finance banker at Kidder Peabody. Further, he has extensive government experience having served as Commissioner of the New Jersey Department of Community Affairs where his responsibilities included overseeing all local and county budgets. As Commissioner of New Jersey’s Department of Energy, he developed energy policy for the state. In addition, Mr. Coleman was Chairman of the Hackensack Meadowlands Development Commission developing zoning regulations for the area. Collectively, these roles imbued Mr. Coleman with a keen sense of managing risks, which is an important skill for service as a director. Mr. Coleman also lived overseas for several years serving as a management consultant. Mr. Coleman’s experiences and qualifications also include active involvement on the boards of a number of large public companies, providing him with a deep understanding of the operational and financial aspects of businesses, both domestic and international.

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