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Deborah J. Kissire Age6164 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. Ms. Kissire also serves as a director, Chair of the Audit Committee and member of the Environmental, Health, Safety, Quality and Public Policy Committees of Celanese Corporation, a global chemical and specialty materials company that engineers and manufactures a wide variety of products. 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-setsskill sets and make Ms. Kissire an extremely effective member of the Board and Audit and Finance Committees. Further, Ms. Kissire also serves as a director on twothree other public company boards, andincluding serving as Chair of thetwo audit committee of one of those.committees and a nominating and corporate governance committee.

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Gracia C. Martore Age67 70 Director since 2017 Chair of the Finance Committee and Member of the Audit and Governance Committees Committee

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 Boardboard of Directorsdirectors of FM Global and is Vice Chairman of The Associated Press, and a member of Wellesley College’s Board of Trustees. Press. OTHER PUBLIC COMPANY BOARDS: Ms. Martore is a director Chair of the Audit Committee and member of the CompensationAudit and ExecutiveCompensation Committees of WestRock Company, a multinational provider of paper and packaging solutions for the consumer and corrugated packaging markets, and a director, Chair of the Compensation Committee and member of the Compensation and Nominating and Corporate Governance CommitteesAudit Committee 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., one of the nation’s largest local media companies, Ms. Martore brings strong leadership skills, broad strategic vision, financial expertise and proven business acumen to the Board. Ms. Martore’s successful navigation of TEGNA’s strategy through a period of significant technological disruption within its industry strengthens the collective oversight function of Omnicom’s Board as it assesses risk and evaluates strategies regarding technological advances implemented by our agencies. Under her leadership, GannettTEGNA 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 GannettTEGNA into two separate publicly traded companies. The strategic vision evidenced by Ms. Martore’s successes in transforming GannettTEGNA 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,TEGNA, 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 beis directly leveraged through her service as Chair of the Finance Committee and a member of the Audit Committee. In addition, Ms. Martore’s extensive business and financial expertise enhance the Board’s collectiveoverall 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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Patricia Salas Pineda Age 70 Director since 2022 Member of the Governance Committee

PROFESSIONAL EXPERIENCE: Ms. Pineda served as Group Vice President of Hispanic Business Strategy for Toyota Motor North America, Inc. from 2013 to October 2016. Prior to that, Ms. Pineda was Group Vice President of National Philanthropy for nine years. During her time at Toyota Motor North America, which she joined in 2004, Ms. Pineda also served as General Counsel and Group Vice President of Administration, Corporate Advertising, Corporate Communications and Diversity. Before that, Ms. Pineda was General Counsel, Vice President of Human Resources, Government and Environmental Affairs, and Corporate Secretary of New United Motor Manufacturing, Inc., where she had worked since 1984. Ms. Pineda is also currently a member of the board of directors of the Latino Corporate Directors Association and a member of the Board of Trustees of Earthjustice. OTHER PUBLIC COMPANY BOARDS: Ms. Pineda is a director and member of the Finance and Nominating, Governance, and Corporate Citizenship Committees of Levi Strauss & Company, an apparel maker, and a director and member of the Compensation and Nominating and Governance Committees of Frontier Group Holdings, Inc., the parent company of Frontier Airlines. KEY SKILLS AND QUALIFICATIONS: With many years of executive leadership experience working in C-Suite roles at Toyota Motor North America, including that of Group Vice President of Hispanic Business Strategy, Ms. Pineda contributes broad strategic vision, sophisticated leadership ability and strong business development acuity to the Board, strengthening its collective oversight of Omnicom’s management. During her distinguished career at Toyota Motor North America, Ms. Pineda also served as Group Vice President of Administration, Corporate Advertising, Corporate Communications and Diversity, roles through which she honed many relevant skills, including a deep understanding of operational matters, valuable industry knowledge and a keen sense of the DE&I landscape, each of which is an important aspect of the Board’s oversight mandate. In addition, Ms. Pineda served as Toyota Motor North America’s General Counsel, in which role she developed the highest level of legal and regulatory expertise. This legal and regulatory expertise is fundamental to the Board’s mix of skills, and greatly contributes to the Board’s ability to oversee management of Omnicom’s legal and regulatory risks. Prior to joining Toyota Motor North America, Ms. Pineda served as General Counsel, Vice President of Human Resources, Government and Environmental Affairs, and Corporate Secretary of New United Motor Manufacturing, experience which brings significant corporate governance, environmental sustainability and human capital management know-how to Omnicom’s Board. The strength of judgment derived from having served in her General Counsel roles, coupled with Ms. Pineda’s facility for understanding complex legal, regulatory and compliance issues, considerably adds to her service as a member of Omnicom’s Governance Committee. In the aggregate, Ms. Pineda’s professional experience enhances the Board’s ability to oversee management’s execution against strategic priorities for long-term shareholder value creation. In addition, Ms. Pineda has extensive experience serving on the boards of other public companies.

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Linda Johnson Rice Age61 64 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 ownsformerly the parent company for EBONY and Jet magazines and Fashion Fair Cosmetics, a global prestige cosmetics brand for women of color, andCosmetics. Ms. Rice is the photo and video archives of Ebony and Jet. In 2016, Ms. Johnson Rice becameformer Chairman Emeritus of Ebony Media Holdings, the parent company for the Ebony and Jet brands, and in 2018, she was namedthe former Chairman Emeritus of Ebony Media Operations, after havingfor which she also served as Chief Executive Officer since 2017.from 2017 until 2019. 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 memberChair of the Nominating and Corporate Governance Committee of GrubhubEnova International, Inc., a leadingprovider of online financial services to non-prime consumers and mobile food-ordering and delivery platform.small businesses. Ms. Johnson Rice also served as a director of Kimberly-Clark CorporationGrubhub Inc. and Tesla, Inc. during the last five years. KEY SKILLS AND QUALIFICATIONS: Ms. Johnson Rice’s acutedeep 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,growth. Ms. JohnsonRice’s industry expertise is a key Board skill that allows her to contribute a sophisticated oversight capability with respect to the complex business strategies driving Omnicom’s success and underpinning its commitment to long-term shareholder value creation. The experience and knowledge base Ms. 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 experienceCompany, in this role iswhich she oversaw the organization’s largest and most critical business relationships, serves as a valuable partcomponent of the Board’s overall mix of business expertise, particularly in light of the importance of growthclient relationships to Omnicom’s commitment to increasing shareholder value.continued success. 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. The breadth of this board experience adds to the strength of Omnicom’s Board and contributes to the oversight function of its Governance and Compensation Committees on which Ms. Rice serves.

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Valerie M. Williams Age 62 65 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.from 2006 to 2016. 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. In addition, Ms. Williams serves as Trustee of a number of funds in the Franklin Templeton Funds family. OTHER PUBLIC COMPANY BOARDS: Ms. Williams is a director, Chair of the Audit Committee and member of the AuditReserves Committee of WPXDevon Energy Inc., an independentCorporation, a leading oil and natural gas exploration and production company engagedproducer in the exploitation and development of long-life unconventional properties,U.S., and a director, and Chair of the Audit Committee and member of the Corporate Governance Committee of DTE Energy Co., a diversified energy company involved in the development and management of energy-related businesses and services. In addition, Ms. Williams served as a director of WPX Energy, Inc., from 2018 until its merger with Devon Energy Corporation in January 2021. KEY SKILLS AND QUALIFICATIONS: Ms. Williams has tremendousextensive 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-setsskill sets and is particularly criticaladditive 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 guidingthe Board’s oversight of Omnicom’s strategic expansion overseas.multinational strategies for growth. 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 inclusiondiversity, equity and diversity.inclusion. Further, Ms. Williams has experience serving on other public company boards and audit committees.

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DIRECTOR INDEPENDENCE

Our outside directors, including Ms. Denison who is not nominated for re-election, are Alan R. Batkin, Mary C. Choksi, Robert Charles Clark, Leonard S. Coleman, Jr., Susan S. Denison, Mark D. Gerstein, Ronnie S. Hawkins, Deborah J. Kissire, Gracia C. Martore, Patricia Salas Pineda, 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 subsidiaries 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. John D. Wren, our Chairman and Chief Executive Officer, is not independent due to his position as an executive officer.

SHAREHOLDER NOMINATION PROCESS

Nominations for directors at our 20202023 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 belowon page 84 in the section entitled “Shareholder Proposals and Director Nominations for the 20202023 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,” or on our website at http://www.omnicomgroup.com. Our By-laws have also been filed with the 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.

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MAJORITY VOTING STANDARD FOR ELECTION OF DIRECTORS

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 votevotes 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,re-elected, 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 must 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.

Board’s Role and Responsibilities

STRATEGIC OVERSIGHT

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 a 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,DE&I, 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.

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 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 reportsreceives periodic updates 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 conduct and ethics. The Governance Committee also oversees the Company’s climate change initiatives and processes, and receives periodic reports from management on progress against goals and targets.
	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 believesDIVERSITY, EQUITY AND INCLUSION

Fostering a culture of DE&I at every level of our organization has been a longstanding priority at Omnicom. We believe 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. ThisOver the last year, we have taken additional steps to truly embrace DE&I within our company culture and advance the plan outlined in OPEN 2.0. Through the eight Action Items outlined in OPEN 2.0, we are building on the progress that we have made thus far to achieve our ultimate goal: systemic equity throughout Omnicom. With executive support, the involvement of every Omnicom agency, and the leadership of our expanded DE&I team, we have been able to advance our DE&I initiatives globally.

Omnicom’s commitment to diversity startsis overseen by and reflected within the boardroom. Our 10 Board includesnominees include six women, and four African Americans including(including Leonard S. Coleman, Jr., our Lead Independent Director. Director) and one Latina. Our Audit, Compensation and Finance Committees are Chaired by female directors, and the Chair of our Governance Committee is African American.

Across the Company, we are committed to recruiting and retaining the 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:

ADCOLOR28

– Omnicom supports this network of outstanding diverse professionals and champions of diversity and inclusion. At the annual ADCOLOR Conference, diverse professionals at all levels within the industry are honored for their personal contributions and efforts to open doors for other high-potential, diverse professionals.2022 Proxy Statement

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			Hiring
			Promotion/Career Advancement
			Retention
			Training
			ERG Participation

We have been publicly recognized for our commitment to DE&I initiatives. Following our inclusion on its 2020 World’s Best Employers list, Forbes named Omnicom to its 2021 list of Best Employers for Diversity. Omnicom was also the only company in our industry named to Newsweek’s list of America’s Most Responsible Companies in 2021, and diversity initiatives. For eachwe were named to the list for a third consecutive year in early 2022. Omnicom achieved a perfect score of 100 percent for the past three years, Omnicom has been designated as one ofsixth consecutive year on the “Best Places to Work for LGBT Equality”Corporate Equality Index (CEI) administered by the Human Rights Campaign FoundationFoundation. This index is a nationally recognized benchmarking tool for corporate inclusivity policies, benefits and received apractices pertinent to LGBTQ employees. Due to our high 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 Chairman and CEO, John Wren, was honoredwe were designated 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.2022 “Best Place to Work for LGBTQ Equality.”

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Omnicom’s U.S. Equal Employment Opportunity Commission (EEOC) Data

as of December 31, 2020 and December 31, 2021

We believe that these statistics, and the diversity of our Board with six of ten director nominees being women, four being African American and one being Latina clearly reflect the value Omnicom places on workplace diversity and the strength of its efforts to promote professional opportunities for women and diverse individuals.

Omnicom shares the following key diversity statistics on its website:
■30	21% of U.S. “Officials and Managers” are multicultural, an increase of 24% from five years ago with improvement among each of the Equal Employment Opportunity Commission's Hispanic/Latino, Black/African American and Asian designations.
■	The U.S. “Professional” talent base is 26% multicultural, an increase of 13% from five years ago with improvement among all but one of the Equal Employment Opportunity Commission's Hispanic/Latino, Black/African American and Asian designations.
■	Women make up 56% of U.S. “Officials and Managers.”
■	Of the approximately 22,000 U.S. employees who are “Professionals” and “Officials and Managers,” 24% are multicultural, 57% are women, and only 33% are white men.
■	Of the 11 current members of Omnicom’s Board of Directors, six are women and four are African American.
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. 2022 Proxy Statement

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CORPORATE RESPONSIBILITY

At Omnicom, we’rewe are committed to promoting sustainable practicescreating a positive and making positive contributions to society aroundlasting impact on the globe.world the best way we know how: through our work. 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.

Learn more at http://csr.omnicomgroup.com.

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Communications with ShareholdersShareholder Engagement and Responsiveness

SHAREHOLDER ENGAGEMENT

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,

In 2021, we reached out to shareholders representing more than 60%holding 65% of our outstanding shares and engaged with shareholders representing overan invitation to engage.  We spoke to every shareholder that accepted our invitation, which represented an aggregate of 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. As in prior years, Mr. Coleman participatedwas a participant in select shareholder engagement with approximately 10% of our outstanding sharesmeetings and shared feedback with the full Board.

Based on the feedback we received from shareholders,In recent years, the Board has taken significant steps to be responsive to their concerns raised by shareholders, including adoption ofadopting a boarddirector retirement policy described in the section entitled “Director Retirement Policy” on page 31 that has resulted38 and resulting in sixnine of our Board members stepping down betweenfrom the Board since May of 2016, one of which will step down at the 2022 Annual Meeting of Shareholders.

In response to many conversations with shareholders over the past year on the topic of lobbying and May of 2018. The Board also carefully consideredpolitical spending, Omnicom has adopted a Political Contributions Policy, informed by shareholder input, and implemented enhancements to our political contributions and trade association membership disclosures. Omnicom does not make political contributions at the holding company level, and following input from our shareholders, we disclosed that Omnicom and its agencies made no U.S. political contributions in determining to reduce the ownership threshold required for shareholders to call a special meeting from 25% to 10%2020 or 2021. In addition, Omnicom has recently enhanced our trade association membership disclosures in response to the shareholder proposalfeedback to include payments to U.S. trade associations that received 50.3% support at our 2018 Annual Meeting. more than $50,000 in Omnicom dues or contributions, and the amount of such dues or contributions that those trade associations used for lobbying or political activity payments in 2021.

For 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.practices and have enhanced our corporate responsibility and diversity disclosure in response to input received. 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 consider the Investor Stewardship Group’s six corporate governance principles for U.S. listed companies.

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SHAREHOLDER COMMUNICATIONS WITH BOARD MEMBERS

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 Madison280 Park Avenue, New York, New York 10022.10017. 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

LEAD INDEPENDENT DIRECTOR, CHAIRMAN AND CEO ROLES

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/our Chairman and 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,While the Board spent considerable time evaluatingregularly evaluates its leadership structure and assessingassesses various succession options. Ultimately,options, the Board determinedstrongly believes that it wasis critical to the future success of our Company to appointthat our CEO, Mr. Wren, serve as Chairman following Mr. Crawford’s retirement. In makingat this decision, thetime. The Board evaluatedevaluates a range of factors in determining its leadership structure, including the complexity of our business;business, our ongoing organizational realignment;realignment, our robust Lead Independent Director role;role, and feedback from our shareholders regarding Omnicom’s leadership structure:

While 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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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’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. Currently, our Lead Independent Director also serves as Chair of the Governance Committee. 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:

■	Participate in director recruitment, mentoring and development;

■	Approve the schedule of Board meetings, with the authority to call meetings of independent directors;
■	Oversee conflicts of interest of all directors, including the Chairman and CEO;
■	Advise the Chairman, including providing input as to the quality, quantity and timeliness of information provided to the Board;

We believe that this leadership structure enhances the accountability of the Chairman and CEO to the Board and strengthens the Board’s independence from management.

Table of Contentsthe Governance Committee, the independent members of our Board designate the Lead Independent Director annually. In May 2021, the independent members of our Board re-elected Leonard S. Coleman, Jr. to serve as the Company’s Lead Independent Director. During his tenure as a member of 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 involved in our shareholder engagement efforts. Mr. Coleman’s proven integrity 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 independent members of the Board determined that Mr. Coleman continues to be the ideal candidate to serve as the Company’s Lead Independent Director.

ITEM 1 — ELECTION OF DIRECTORSBOARD OPERATIONS AND COMMITTEE STRUCTURE

Our Board met sixeight times during 2018.2021. 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 four standing committees, functioning in these areas, as explained more fully below:

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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.

Director

Audit

Compensation

Governance

Finance

Audit

Compensation

Governance

Finance

Alan R. Batkin

Mary C. Choksi

Robert Charles Clark

Leonard S. Coleman, Jr.

Susan S. Denison

Susan S. Denison(1)

Mark D. Gerstein(2)

Ronnie S. Hawkins

Debbie J. Kissire

Deborah J. Kissire

Gracia C. Martore

Patricia Salas Pineda

Linda Johnson Rice

Valerie M. Williams

John D. Wren

Number of Meetings in 2018

10

9

7

6

Number of Meetings in 2021

10

12

7

9

(1)	Pursuant to Omnicom’s director retirement policy, Ms. Denison will step down from the Board on May 3, 2022.
(2)	Mr. Gerstein’s appointment to the Board is effective May 1, 2022.
	Member
	Chair

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EXECUTIVE SESSIONS

As a matter of policy, the independent, non-management directors regularly meet in executive session, without management present. The independent directors met six times in 2018.2021. Mr. Coleman, our Lead Independent Director, presides over executive sessions of the Board.

DIRECTOR ATTENDANCE – 100% FOR 2021

Attendance at Board and committee meetings during 2021 was 100% for the directors as a group. Each of our directors attended 100% of the meetingsevery meeting of the Board and the committees of the Board on which he or she served during 2018, except one director who missed one committee meeting.2021. We encourage our directors to attend our annual meetings of shareholders, and all of our directors attended the 20182021 Annual Meeting of Shareholders.

Board Policies and Processes

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 experience needed 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.

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DIRECTOR RETIREMENT POLICY

Our mandatory retirement age policy for directors provides that 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 recommendation of 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. The Board has not previously waived the policy, and in the event of a waiver, the Board will provide shareholders with a 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 2018:2021: Susan S. Denison, Alan R. Batkin, Mary C. Choksi, Leonard S. Coleman, Jr. and Linda Johnson Rice. None of the Compensation Committee members serving during 20182021 is a current or former employee or officer of Omnicom or its subsidiaries. None of the Compensation Committee members serving during 20182021 has ever had any relationship requiring disclosure by Omnicom under Item 404 of Regulation S-K. During 2018,2021, 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.

TRANSACTIONS WITH RELATED PERSONS

We review all relationships and transactions between Omnicom or its subsidiaries and related persons to determine whether such persons have a direct or indirect material interest. Related persons include any director, nominee for director, officer or their immediate family members. Although we do not have a written policy governing such transactions, Omnicom’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. As part of this process, and pursuant to our Audit Committee’s charter, the Audit Committee reviews our policies and procedures with respect to related person transactions. These policies and procedures have been communicated to, and are periodically reviewed with, our directors and executive officers, and the Audit Committee documents in its minutes any actions that it takes with respect to such matters. Under SEC rules, transactions that are determined to be directly or indirectly material to Omnicom, its subsidiaries or a related person are required to be disclosed in Omnicom’s Proxy Statement. In the course of reviewing a related party transaction, Omnicom considers (a) the nature of the related person’s interest in the transaction, (b) the material terms of the transaction, (c) the importance of the transaction to the related person and Omnicom or its subsidiaries, (d) whether the transaction would impair the judgment of a director or officer to act in the best interest of Omnicom, and (e) any other matters deemed appropriate.

Based on the information available to us and provided to us by our directors and officers, we do not believe that there were any such material transactions in effect since January 1, 2018,2021, or any such material transactions proposed to be entered into during 2019,2022, with the following exception. Mr. Wren’s brother, Christopher Wren, is employed as the Financial Systems Director for RAPP, a subsidiary of Omnicom. In 2018,2021, his total compensation was $220,224,$252,091, including salary, bonus and other benefits.

ETHICAL BUSINESS CONDUCT

We have a Code of Business Conduct designed to assureensure that our business is carried out in an honest and ethical way. The Code of Business Conduct applies to all of our directors, officers and employees, as well as all of the directors, officers and employees of our majority-owned subsidiaries, 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

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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.

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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.

Directors’ Compensation for Fiscal Year 20182021

Directors who are also current or former employees of Omnicom or its subsidiaries receive no compensation for serving as directors. The compensation program for directors who are not current or former employees of Omnicom or its subsidiaries is designed to compensate directors in a manner that reflects the work required for a company of Omnicom’s size and composition and to align directors’ interests with the long-term interests of shareholders. The table below includes the following compensation elements with respect to non-employee directors:

Annual Compensation.For 2018,2021, non-employee directors were paid a cash annual retainer of $90,000 and $2,000 for attendance at each Board or Committee meeting. Non-employee directors are also paid $10,000 for attendance in person at a Board meeting held outside of the U.S. that requires international travel from his or her residence, but no such international meetings were held in 20182021, and therefore this additional fee was not paid. In addition, directors receive reimbursement for customary travel expenses.

In accordance with our 20132021 Incentive Award Plan (the “2013“2021 Plan”), and our Director Compensation and Deferred Stock Program initially adopted by our Board on December 4, 2008 (as amended), non-employee directors also receive fully-vestedfully vested common stock each fiscal quarter. For each of the four quarters in 2018,2021, such directors received common stock with a grant date fair value of $36,250$43,750 based on the per share closing price of our common stock on the first trading day immediately prior to grant.

Our Director Compensation and Deferred Stock Program and 20132021 Plan provide that each director may elect to receive all or a portion of his or her cash director compensation for the following year’s service in common stock. Ms. MartoreNone of our directors elected to receive all of her 2018their 2021 cash director compensation in common stock.

Directors may also elect to defer any shares of common sharesstock payable to them, which will be credited to a bookkeeping account in the directors’ names. These elections must be made prior to the start of the calendar year for which the fees would be payable. The number of shares of common stock delivered or credited to a director’s account is based on the fair market value of our common stock on the first trading day immediately preceding the date the fees would have been paid to the director. Each director other than Mr. Coleman and Ms. Johnson Rice elected to defer all of the shares of common sharesstock payable to them in 2018.2021.

Lead Independent Director and Committee Chair Fees.The Chairs of our committees and our Lead Independent Director receive the following additional annual fees in cash due to the workload and the additional responsibilities of their positions. Our Lead Independent Director receivedreceives an additional fee of $35,000 for 2018.$35,000. The Chairs of our Audit, Compensation, Governance and Finance Committees receive an additional fee of $20,000 each year, as long as such Chair is not also an executive officer of Omnicom.

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No Other Compensation.Directors received no compensation in 20182021 other than that described above. We do not have a retirement plan for directors and they receive no pension benefits.

Stock Ownership Requirement.The Board encourages stock ownership by directors and, in 2004, we adopted stock ownership guidelines for our directors. The director guidelines provide, in general, that our directors must own Omnicom stock equal to or greater than five times their annual cash retainer within five years of their joining the Board. As of December 31, 2018,2021, each member of our Board that has served on the Board five years or more was in compliance.compliance with these guidelines.

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ITEM 2 – ADVISORY RESOLUTION TO
APPROVE
EXECUTIVE COMPENSATION

____________________

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are asking shareholders to approve an advisory resolution on the compensation of the Company’s named executive officers as reported in this Proxy Statement. TwoFive years ago, the Board recommended that this advisory vote to approve named executive officer compensation be conducted annually and shareholders voted in favor of this recommendation by a substantial majority. Accordingly, the Board has determined that it will hold an advisory vote to approve named executive officer compensation annually until the next vote to determine the frequency of such an advisory vote. Subsequent to the advisory vote reflected in this proposal, the next advisory vote to approve named executive officer compensation is expected to occur at the 20202023 Annual Meeting of Shareholders.

Our executive compensation programs are designed to support the Company’s long-term success. As described below in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee has structured our executive compensation program to achieve the following key objectives:

■	attract, motivate and retain the talented executives who are a critical component of Omnicom’s long-term success by providing each with a competitive total rewards package;
■	support talent development in a rapidly evolving and competitive industry;
■	maintain a balanced approach to building long-term shareholder value that does not overemphasize a single metric; and
■	ensure that executive compensation is aligned with both the short and long-term interests of shareholders.

For each NEO other than Mr. Hewitt, theThe majority of hiseach NEO’s total compensation was variable and based on performance. With respect to our Chief Executive Officer, 96%95% of his 20182021 compensation was variable and based on performance and 43% is also contingent upon the future performance of the Company.

2018 CEO Compensation

2018 CEO Compensation Mix

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 ITEM 2 — ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATIONperformance.

We urge shareholders to read the “Compensation Discussion and Analysis” below, which describes in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative below, which provide detailed information on the compensation of our named executive officers. The Compensation Committee and the Board believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving our goals and that the compensation of our named executive officers reported in this Proxy Statement has supported and contributed to our success.

We are asking shareholders to approve the following advisory resolution at the 20192022 Annual Meeting.

RESOLVED, that the shareholders of Omnicom Group Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 20192022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table for 20182021 and the other related tables and disclosure.

This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board. Although non-binding, the Board and the Compensation Committee will carefully review and consider the voting results when evaluating our executive compensation program.

The Board UNANIMOUSLY recommends that shareholders voteFORthe advisory resolution to approve executive compensation.

Approval of this item requires the favorable vote of the holders of a majority of the shares voting on the item. Abstentions and broker non-votes will have no effect on the outcome of this item.

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EXECUTIVE COMPENSATION

____________________

Table of ContentsPage

	Page
Executive Summary	3743
Overall Compensation Objectives and Principles	3743
About Our Business	3743
Overview of 20182021 Company Performance	3844
Compensation Decisions Reflect Performance	42
2018 CEO Compensation	4249
Last Year’s Say on Pay Vote and Shareholder Engagement	4349
Compensation Committee Report	4349
Compensation Discussion & Analysis	4450
Objectives	4450
Elements of Omnicom Compensation and Fiscal Year 20182021 Decisions	4551
Other Executive Compensation Arrangements	5561
Executive Compensation Related Practices, Policies and Guidelines	5662
Summary Compensation Table for 20182021	5965
Grants of Plan-Based Awards in 20182021	6066
Outstanding Equity Awards at 20182021 Year-End	6067
Option Exercises and Stock Vested in 20182021	6168
Nonqualified Deferred Compensation in 20182021	6268
Potential Payments Upon Termination of Employment or Change in Control	6268
Pay Ratio Disclosure	6672

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Executive Summary

OVERALL COMPENSATION OBJECTIVES AND PRINCIPLES

OVERALL COMPENSATION OBJECTIVES AND PRINCIPLES

The Compensation Committee is responsible for establishing, implementing and monitoring Omnicom’s executive compensation policies and program. The overarching goals of our compensation program are to:

Attract, motivate and retain		Support talent development		Maintain a balanced approach		Ensure that executive compensation is aligned
the talented executives who are a critical component of Omnicom’s long-term success by providing each with a competitive total rewards package;		in a rapidly evolving and competitive industry;		to building long-term shareholder value that does not overemphasize a single metric; and		with both the shortshort- and long-term interests of shareholders.

We accomplish this by:

■	closely tying pay to current and long-term Company performance;
■	maintaining a high degree of variable “at-risk” compensation;
■	establishing challenging quantitative performance metrics that are targeted to the Company, our industry andalign with our business strategy;strategy, which determine 75% of our Annual Cash Incentive Award;
■	determining 25% of our Annual Cash Incentive Award by assessing certain qualitative performance metrics, including our responses to ongoing COVID-19 challenges; diversity equity and inclusion; and corporate values and integrity; and
■	sustaining competitive compensation levels.

ABOUT OUR BUSINESS

Omnicom is a strategic holding company formed in 1986 and through its branded networks and agencies is a leading global provider ofprovides advertising, marketing and corporate communications services to over 5,000 clients in more than 10070 countries. We operate in a highly competitive industry and compete against other global, national and regional advertising and marketing services companies, as well as technology, social media and professional services companies. The proliferation of media channels, including the rapid development and integration of interactive technologies and mediums,media, has fragmented consumer audiences targeted by our clients. These developments make it more complex for marketers to reach their target audiences in a cost-effective way, causing them to turn to global service providers such as Omnicom for a customized mix of advertising and marketing services designed to optimize their total marketing expenditure.

On a global, pan-regional and local basis, our networks and agencies provide a comprehensive range of services in the following fundamental disciplines: advertising, customer relationship management (CRM), which includes CRM Consumer Experience and CRMAdvertising, Precision Marketing, Commerce & Brand Consulting, Experiential, Execution & Support, Public Relations and Healthcare. Advertising includes creative services across digital and traditional media, strategic media planning and buying, and data analytics services. Precision Marketing includes digital and direct marketing, digital transformation and data and analytics. Commerce & Brand Consulting services include brand consulting, strategy and research, and retail e-commerce. Experiential marketing services include live and digital events and experience design and execution. Execution & Support includes field marketing, digital and physical merchandising and point-of-sale, as well as other specialized marketing and custom communications services. Public relations services include corporate communications, crisis management, public affairs, and media and media relations services. Healthcare includes advertising and healthcare. media services to global healthcare and pharmaceutical clients.

Our business model was built and continues to evolve around our clients. Our fundamental business principle is that our clients’ specific marketing requirements are the central focus of how we structure our service offerings and allocate our resources. This client-centric business model requires that multiple agencies within Omnicom collaborate in formal

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and informal virtual client networks utilizing our key client matrix organization structure. This collaboration allows us to cut across our internal organizational structures to execute our clients’ marketing requirements in a consistent and comprehensive manner. We use our client-centric approach to grow our business by expanding our service offerings to existing clients, moving into new markets and obtaining new clients. In addition to collaborating through our client service models, our agencies and networks collaborate across internally developed technology platforms, includingplatforms. Annalect, our proprietary data and analytics platform, serves as the strategic resource for all of our agencies and networks to share when developing client service strategies across our virtual networks. Omni, our people-based precision marketing and insights platform.platform, identifies and defines personalized consumer experiences at scale across creative, media and other disciplines.

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their brand strategies from national markets to pan-regional and global markets and integrating traditional and non-traditional marketing channels, as well as utilizing new communications technologies and emerging digital platforms. As clients increase their demands for marketing effectiveness and efficiency, they have made it a practicecontinue to consolidate their business within one or a small number of service providerproviders in the pursuit of a single engagement covering all consumer touch points. We have structured our business around this trend.these trends. We believe that our key client matrix organization structure approach to collaboration and integration of our services and solutions has providedprovides a competitive advantage to our business in the past and we expect this to continue over the medium and long term. Our key client matrix organization structure facilitates superior client management and allows for greater integration of the services required by the world’s largest brands. Our over-archingoverarching strategy is to continue to use our virtual client networks to grow our business relationships with our largest clients by serving them across our networks, disciplines and geographies. In addition,

OVERVIEW OF 2021 COMPANY PERFORMANCE

As described in 2018,greater detail below, Omnicom exceeded internal expectations for the performance in 2021 as we substantially completedcontinued to manage the processongoing challenges of forming practice areas withinCOVID-19. Our organic growth for the full year finished at 10.2%. We also benefited from the continuing rebound in our global network structureExperiential discipline as more in-person events resumed in the last fiscal quarter of 2021. Our revenue performance impacted both our operating profit and earnings per share. Operating profit was up 37.5% with a margin of 15.4%, and an increase in diluted net income per share of 49%. Crucial to bring together agencies operatingour continuing success, our cash flow and balance sheet also remained strong.

With the pace of change in common disciplines. This action leveragesthe digital space accelerating, Omnicom has continued to evolve our existing resourcescapabilities and invest in close coordination withnew and innovative offerings to meet the needs of our key client matrix organization, enhances the development of custom client solutions.

OVERVIEW OF 2018 COMPANY PERFORMANCE

2018 provedclients and future prospects. We believe these efforts have allowed us to be another yearparticularly competitive in the marketplace by providing a suite of ongoing change forservices and capabilities that position us to reimagine and strengthen our clients’ businesses, brands, services and products. We strive to seamlessly connect clients with their consumers across the marketing and advertising industry, as changing consumer behaviors and new disruptive competitors continued to emerge in this rapidly changing environment. Omnicom welcomed the opportunity to meet these challenges and delivered solid 2018 financial and creative resultsjourney by growingleveraging Omni, our strong base of clients and talented people, investing in technology and analytic capabilities, as well as continuing to differentiate our organizational structure so we can deliver custom integrated solutions that drive business growth for our clients.

2018 was a year of significant strategic and operational accomplishment for Omnicom. We finalized the expansion of our Global Client Leaders Group organization and our practice areas, which have been aligned within our global networks to deliver to clients a single point of access to our network of industry specialists in specific marketing disciplines. With strong leadership in each of our practice areas, we are positioned to better grow with existing clients, strengthen our new business efforts, better target our internal investments, as well as create more career opportunities for our employees. We have also made investments in technology, data and analytics and continue to streamline our operations in real estate, accounting and information technology.

In 2018, we launched Omni, an innovative people-based precision marketing and insights platform. Many of our agencies deploy Omni to create, planplatform, which identifies and executedefines personalized customerconsumer experiences at scale across creative, media and other disciplines. Our goal is to transform client marketing and customer relationship technology platforms and innovate in digital, e-commerce and new media channels.

One area where these investments are making a demonstrable impact is in our Omnicom Precision Marketing Group (OPMG), which offers marketing technology and digital transformation consulting, decision sciences, customer experience design and targeted customer marketing programs for our clients. We believe these offerings are helping clients transform their business by engaging directly with their consumers through digital platforms. In November, we acquired BrightGen, a Salesforce Summit Partner that will extend OPMG Salesforce capabilities and reach in Europe. The success of OPMG’s offering is reflected by the group’s wins with some of ourthe world’s largest clients.brands and by its financial results. The platformPrecision Marketing discipline grew by 19% in 2021.

Much of the work conducted within OPMG is also transformingsupported by foundational technology integrated with Omni. Omni is built for collaboration across the way our teams work by providingentire Company, acting as a single viewsource of their client’s consumers, enabling themdata and process workflow from insights to drive precision and marketing across creative, CRM and media.execution. We also launched Omnicom Experiential Group, a connected collection of Omnicom experiential agencies that will form a borderless experiential network. Building upon Omnicom’s core growth strategies, the Experiential Group is focused on strengthening new business development; creating customized teams for clients; better targeting of internal investments; improving expertise and knowledge across management teams; and creating more opportunities for our employees. Agencies within the practice area will continue to retain their strong individual brands and cultures.

The growth of Omnicom’s business in 2018 underscores the distinctive talents ofbelieve it empowers our people and the strength of our agency brands, as well as our differentiated structureclients to make better and service offerings. Wefaster decisions, maximizing efficiency and return on investment. A key emphasis for us going forward is to continue to attract, retainmeet the demand for services across the marketing journey by offering more services to our existing clients and develop top industry talent; relentlessly pursuewinning new business relationships.

Our objective in part is to increase the number of clients who consolidate more of their services with Omnicom. These are significant growth opportunities for us where our suite of services, creativity and culture of collaboration, all supported by meetingOmni, give us a competitive advantage. In addition to our integrated wins, our world-class talent and exceeding our client’s expectations; seek high growth areas and opportunities through internal investments and acquisitions; and remain vigilant on driving efficiencies throughout our organization.agencies had numerous

The following highlights some key achievements that reflect our performance in 2018, orchestrated and led by our CEO.

Omnicom Financial Results and Shareholder Return.

		$15.3 billion		$1.3 billion
		Revenues		Net Income
$1.6 billion		$2.1 billion		51.4%		29.6%
Free Cash Flow		Operating Profit		ROE		ROIC

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recent new business wins within their specialties and across geographies. Our success on our wins in 2021 has resulted in us expanding our services and continues to inform our priority investments and mergers and acquisitions strategies.

At Omnicom today, our emphasis is around developing our future talent and continuing our disciplined succession planning. With this in mind, we made important senior management changes in 2021. Daryl Simm moved into the newly created position of President and Chief Operating Officer of Omnicom, after serving as CEO of Omnicom Media Group (OMG) for more than two decades. Mr. Simm will now work directly with our CEO, Mr. Wren, to oversee business operations across Omnicom. We also named Karen van Bergen as Chief Environmental Sustainability Officer, reporting to Mr. Wren, who will be responsible for overseeing the Company’s climate change initiatives and processes which include setting measurable goals, policies and partnerships that will reduce its carbon footprint.

Our people are our greatest asset, and we are constantly looking to invest and create opportunities for them across the enterprise, especially during a time when the war for talent is fierce, attracting and retaining talent is a top priority. We have made many changes in response to the challenges posed in part by COVID-19. We have instituted new programs that provide greater career mobility across our agencies, allow for agile and flexible work arrangements, and expand our investments in technology, learning and development programs, while maintaining competitive benefits and compensation programs. We want Omnicom to be a company that our people can be proud of and want to work for, focusing on the role we play in critical areas such as environmental sustainability and DE&I.

In fact, Omnicom was the only company in our industry named to Newsweek’s list of America’s Most Responsible Companies in 2021 and we were named to the list for a third consecutive time in early 2022. We believe the strategic decisions we made during 2021 have aptly positioned us for this year, in which we plan to focus on key strategic initiatives, which remain our talent, dedication to creativity and building our already strong capabilities in precision marketing and marketing technology consulting, e-commerce, digital and performance media, and predictive data-driven insights.

Omnicom 2021 Financial Results

	$14.3 billion		$1.4 billion		10.2%
	Revenue +8.5%		Net Income		Organic Growth

	$1.8 billion		$2.2 billion		44.3%		33.4%
	Free Cash Flow +5.4%		Operating Profit		ROE		ROIC

As the impact of the COVID-19 pandemic on the global economy moderated, we experienced improvement in our business in 2021 as compared to 2020. In 2021, revenue increased $1,118.3 million, or 8.5%, compared to 2020. The increase in revenue primarily reflects increased client spending in all our disciplines and across all our geographic areas compared to the prior year and the strengthening of most foreign currencies, primarily the British Pound and the Euro, against the U.S. Dollar. The increase in revenue year-over-year was impacted by a reduction in acquisition revenue, net of disposition revenue, primarily due to the sale of ICON International, or ICON, a specialty media business, in the second quarter of 2021.

Net income for 2018in 2021 increased $238.0$462.4 million or 21.9% to $1,326.4$1,407.8 million from $1,088.4$945.4 million in 2017.2020. The year-over-year increase is due to the factors described in detail in our 2021 10-K. Diluted net income per common share increased 25.4% to $5.83 per share$6.53 in 2018,2021, compared to $4.65 per share$4.37 in 2017. 2020, due to the factors described in our 2021 10-K, as well as the impact of the reduction in our weighted average common shares outstanding resulting from the resumption of repurchases of our common stock during the year, net of shares issued for restricted stock awards, stock option exercises and the employee stock purchase plan during the year.

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Operating profit increased $599.1 million to $2,197.9 million, operating margin increased to 15.4% from 12.1%, and EBITA margin increased to 15.9% from 12.8%. See Annex A for the definition of EBITA margin, which is a Non-GAAP measure. The increases in operating profit, operating margin and EBITA margin reflect the positive impact of organic revenue growth, the positive impact of cost reduction actions taken in the prior year in response to the COVID-19 pandemic, and the negative impact in the prior year from the net increase in operating expenses recorded in the second quarter of 2020 aggregating $171.1 million, related to the COVID-19 repositioning costs, and asset impairment charges recorded in the fourth quarter of 2020, partially offset by the benefit of $162.6 million related to reimbursements under pandemic relief government programs. Additionally, operating profit, operating margin and EBITA margin for 2021 were favorably impacted by the $50.5 million gain recorded in connection with the sale of ICON.

We generated over $1.6Are Focused on Delivering Value to Our Shareholders.

As a result of our continuing efforts to prudently manage the use of our cash, we were able to generate $1.8 billion of free cash flow during 2018.2021, an increase of 5.4% as compared to the prior year, and ended the year with $5.3 billion in cash and cash equivalents. See Annex A for the definition of free cash flow, which is a Non-GAAP measure, and a reconciliation of free cash flow to net income. For the year, weWe returned approximately $1.1 billion$592.3 million of cash to shareholders throughpay dividends to common shareholders. We maintained our dividend throughout the pandemic in 2020 and net share repurchases. Our cumulative net income from fiscal years 2009increased it by 7.7% in 2021 to 2018 totaled $10.3 billion, during which time our cumulative returna quarterly rate of cash to shareholders, including both dividends and net share repurchases, totaled $10.7 billion for a cumulative payout ratio of 104%.

As reported in the 2018 10-K, revenue for the twelve months ended December 31, 2018 increased by 0.1% to $15,290.2 million from $15,273.6 million in the same period of 2017. The components of the change in revenue include an increase in revenue from the positive foreign exchange rate impact of 0.6%, a decrease in acquisition revenue, net of disposition revenue of 2.1% and an increase in revenue from organic growth of 2.6% when compared to the same period of 2017.

Operating profit increased 2.4% to $2,133.5 million. Earnings before interest, taxes and amortization of intangible assets (“EBITA”) increased 1.7% to $2,236.0 million. Our operating margin increased to 14.0% versus 13.6% for the same period in 2017. Our EBITA margin increased to 14.6% from 14.4% for the same period in 2017. See Annex A for a discussion of EBITA and EBITA margin, which are Non-GAAP measures, and a reconciliation of net income to EBITA.

In the third quarter of 2018, we disposed of certain businesses, primarily in our CRM Execution & Support discipline, and recorded a net gain of $178.4 million. Also, during the third quarter, we took certain repositioning actions in an effort to continue to improve our strategic position and achieve operating efficiencies, and we recorded charges of $149.4 million for incremental severance, office lease consolidation and termination, asset write-offs and other charges. The impact of the repositioning actions and net gain on sale of subsidiaries increased operating profit and EBITA $29.0 million and net income by $47.1 million. In addition, we recorded an increase of $28.9 million to income tax expense related to the finalization of the provisional estimate of the effects of the Tax Cuts and Jobs Act recorded in the fourth quarter of 2017. As a result, net income increased $18.2 million and diluted net income per common share increased $0.08$0.70 per share.

For the year ended December 31, 2018,2021, our return on invested capital was 29.6%33.4%, while our return on equity was 51.4%44.3%. Return on invested capital is defined as after-tax operating profit divided by the average of invested capital for the period (the sum of total debt, long-term liabilities, deferred tax liabilities and shareholders’ equity; less cash and cash equivalents and short term investments)equivalents). See Annex A for the definition of after-tax operating profit and a reconciliation of after-tax operating profit to operating profit.

We Remained Focused on Delivering Efficiencies through Our Operational Initiatives.

We remained focused on executing our plan to drive efficiencies across our organization, which contributed to the increase in our year-over-year margins. The performance was a result of our agency management teams remaining sharply focused on controlling their cost structure. As part of that process, we strive to ensure each member of our management team is implementing strategies to grow their businesses. On a regional and global basis, the Company continued to make progress on leveraging our scale in areas such as real estate, information technology, back office services and procurement to be as efficient and effective as possible. We also benefited from the disposition of lower margin, non-core businesses during 2018. Importantly, we achieved these results while continuing to invest in our talent and our analytic capabilities.

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We Were Recognized for Our Extraordinary Creative Talents.

In 2018, the depthThe ingenuity and diversitycreativity of our talent, our creative excellence and the collaboration ofpeople resulted in our agencies from around the world allowed us to win a meaningful share of the industry’s recognition and awards.networks receiving numerous industry awards and recognitions. The following are just a few of the highlights:

At Cannes Lions Live 2021, all three Omnicom creative networks (BBDO, DDB and TBWA) placed in the top 10 of the Network of the Festival competition. AMV BBDO won Agency of the Festival, and OMG agencies PHD and OMD earned first and second place respectively in the Media Network of the Festival competition.

TBWA, BBDO and Goodby Silverstein & Partners were named to Fast Company’s list of 2021 World’s Most Innovative Companies, making Omnicom the only holding company to have three agencies ranked in the top 10 of the Advertising sector. This marks the third time that Goodby Silverstein & Partners made the list, the third year in a row for TBWA and the fourth consecutive year for BBDO.

Omnicom was named Most Effective Holding Company at the 2021 Effie Awards. BBDO received the title of Most Effective Agency Network.

TBWA was crowned Adweek’s 2021 Global Agency of the Year.

FleishmanHillard received top honors in 2021, being named Global PR Agency of the Year by both Campaign and PRovoke Media.

DDB Worldwide was named 2021 Network of the Year at the 2018 Cannes Lions International Festival100th Anniversary of Creativity. BBDOthe ADC Awards hosted by The One Club. DDB Germany was also named Agency of the Year.

Critical Mass was recognized as a 2021 Best Place to Work by Ad Age.

PHD topped the charts at Campaign UK’s 2021 Agency of the Year awards, winning both EMEA Media Network of the Year and adam&eveDDB won Agency of the Year.

Adweeknamed TBWA Worldwide its Global Agency of the Year and OMD its GlobalUK Media Agency of the Year.

Both BBDO New York and TBWA\Worldwide made46

Fast Company’s2022annual list of the World’s Most Innovative Companies, ranking in the top 10 for the advertising sector.Proxy Statement

For the second year in a row, BBDO Worldwide was named the most awarded agency network for theThe Drum’s2018 Big Won rankings, and Omnicom was named most awarded holding company.

DuringCampaign Asia’sAgency of the Year Awards, Omnicom media and creative networks won a total of 75 Agency of the Year titles across four key cities: Dubai, Tokyo, Shanghai and Singapore.

In Europe, PHD won Eurobest Media Agency of the Year.

For the WARC Creative 100, BBDO New York was named the #1 most awarded creative agency. When it came to most awarded creative networks, three of Omnicom’s networks were in the top five: BBDO Worldwide #1 for the 13thconsecutive year, DDB Worldwide #2 and TBWA\Worldwide #5. This put Omnicom in the #1 spot for holding companies too.

At the 2018 Spikes Asia Festival of Creativity, BBDO received Network of the Year for the sixth time in seven years, with DDB placing second.

We continued to make selective acquisitions to broaden our capabilities.

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We continueContinued to Realign and Optimize Our Portfolio Agencies.

We acquired some excellent businesses in key growth areas in 2021 and continued to realign and optimize our portfolio agencies through acquisitions and dispositions.agencies. Some of our notable 2018 acquisitions and dispositions are as follows:

Credera, a global, boutique consulting firm focused on strategy, transformation, data and technology, acquired BrightGen, a Salesforce Summit Partner, to extend its depth in digital transformation, marketing technology and customer experience capabilities. Credera is part of OPMG, the digital and customer relationship management specialist practice area within Omnicom.

Credera also acquired a majority stake in Areteans, a leading global services and solutions company, to extend its depth in digital transformation, digital marketing and ecommerce capabilities.

OMG acquired Jump 450 Media, a performance marketing agency focused on customer acquisition for brands across the digital ecosystem. Jump 450 Media leverages algorithmic scaling strategies, rapid creative testing and robust data analytics to optimize digital media spend and drive customer acquisition for high-growth and enterprise clients in industries such as consumer, health and wellness, gaming and fintech. Jump 450 will form the foundation for a dedicated performance media platform and business operation within OMG.

OMG sold ICON to ICON’s management team. The sale of ICON is part of Omnicom’s continuing realignment of its portfolio of businesses and is consistent with its strategic plan and investment priorities.

Omnicom Health Group, the largest healthcare marketing and communications group in the world, acquired Snow Companies, a full-service patient engagement agency that focuses on direct-to-patient (DTP) communications, marketing, education and patient research initiatives for majorArchbow Consulting. Archbow helps pharmaceutical and biotech companies around the world. Established in 2001 in Williamsburg, Virginia, Snow Companies works in over 80 disease statesdesign, build and therapeutic areas. The combination was driven by a strong strategicoptimize market access operations, product distribution and cultural fit thatpatient access hubs. Archbow will allow Snow Companies andjoin Entrée Health network, Omnicom Health Group to growGroup’s dedicated value and fortify their commitment to patients.

Omnicom Health Group also acquired the Pharma Communications business in Japanaccess center of Elsevier, part of RELX Group. The acquired business unit has been a leading healthcare communications business in Japan for 38 years, with a reputation for quality delivery of medical content for promotional materials and educational programs directed at doctors and patients. The acquisition further strengthens Omnicom Health Group's roster of leading healthcare agencies in Japan, which also includes Targis, Rx Healthcare, Polaris Consumer Health, CDM Tokyo and the digital marketing and healthcare market research company MCI.

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Omnicom Precision Marketing Group, our digital and CRM specialist group, acquired a majority stake in Credera. Credera is a full-service provider of management and technology consulting services. With a core focus on marTech and e-commerce platforms, the company delivers solutions that increase customer engagement and drive sales growth. Credera's best-in-class talent has expertise in developing and implementing customer-centric technology platforms. Along with Omnicom Precision Marketing Group's global presence, depth in creative and leadership in data and analytics, the combination will create a compelling offering for Omnicom's existing client base and prospects.excellence.

Clemenger BBDO purchasedOmnicom acquired Oliver Schrott Kommunikation GmbH (OSK), one of Germany’s leading public relations and communication agencies. OSK operates as a majority stakestand-alone brand within Omnicom Public Relations Group, the collective of top global public relations and specialist agencies within Omnicom. The acquisition of OSK is part of our strategic plan to grow our capabilities in Levo Digital, a leading Australian marketing services and technology business. Levo delivers transformation by empowering businesses with marketing technology and tools that connect consumers with the things they want and need, when andareas where they need them. The company helps its clients innovate, expand and transform their organizations throughOSK excels, especially the implementation and useconvergence of technology, with a specialization in designingmobility and deploying marketing automationcommunications.

We made progress on creating equitable, inclusive workplaces for all employees.

Over the last year, Omnicom made substantial progress on OPEN 2.0, our DE&I action plan that builds upon the progress we have made thus far to achieve our ultimate goal: systemic equity throughout Omnicom.

In addition to the four key tenets – culture, collaboration, clients and community – and the eight Action Items outlined in OPEN 2.0, we established DE&I Guiding Principles that express our commitment to our employees, our clients and the community.

To our people, we commit to:

■	Creating environments that encourage diversity of thought and ecommerce platforms.lived experiences
As a result■	Building inclusive teams that reflect the diversity of Omnicom's continuing evaluationour communities
■	Creating clear paths to leadership for people from diverse groups
■	Offering education and development programs to improve cultural understanding of its portfolio of businessesDE&I and consistent with its strategic planour priorities within OPEN 2.0

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To our clients, we commit to:

■	Building teams that reflect diverse voices
■	Providing timely communications on the DE&I landscape and investment priorities, Omnicom divested Sellbytel Group to Webhelp Group, a global business process outsourcer (BPO), inimplications for our work
■	Implementing DE&I best practices that lay the third quarter of 2018. Sellbytel is a provider of outsourced sales, servicefoundation for more inclusive work
■	Having thoughtful, sometimes challenging, conversations that will strengthen our relationship and support with operations in Spain, Germany, Portugal, Puerto Ricothe work we do together
■	Sharing accountability and Malaysiamutual transparency on DE&I commitments and had been a part of Omnicom since 1994.progress

To our communities, we commit to:

■	Taking time to consider, better understand and be inclusive of the diverse global communities in which we operate
■	Being intentional about how we represent people of different races, ethnicities, abilities, religions, political affiliations, sexual orientations, and more in our work
■	Working with diverse partners that help us address systemic inequities
■	Giving back to and investing in underrepresented communities

It is through the focus provided by OPEN 2.0 and these commitments that we have been able to make progress on creating equitable workplaces that foster belonging for all employees and delivering inclusive work to our clients.

To serve even more of the Omnicom maintainedcommunity, Omnicom launched four new OPEN Employee Resource Groups (ERGs) in 2021 to join Omniwomen and OPEN Pride, our commitmentexisting OPEN ERGs. Black Together, Asian Leaders Circle, AcentÓ for our Latinx community, and OPEN DisAbility are global, integrated, and open for all Omnicom employees to join. These groups work to foster an inclusive and engaging work environment as well as increase networking and business opportunities.

Through the creation of our OPEN Up Client Summit series, we collaborate with clients, providing a platform to share ideas and insights. We also prioritized strengthening relationships between our OPEN Leaders and their DE&I client counterparts in order to make progress together.

In 2021, we also committed to strengthening our existing support of industry programs that are dedicated to increasing diversity within Omnicom’s industries of focus. These programs included AAF Most Promising Multicultural Students, 4A’s Multicultural Advertising Intern Program (MAIP), ADCOLOR, Institute of Public Relations, GLAAD, The Valuable 500 and The Brotherhood/Sister SOL. We will continue to focus and invest in partnerships that help us advance OPEN 2.0 and provide us with opportunities for recruiting, talent development, and community.platforms for thought leadership.

We believe a diverse and inclusive workforce starts at the top with Omnicom’s Board of Directors. Our Board now has 10 independent directors, with six women and four African Americans, including our Lead Independent Director. This diversity strengthens our governance structure and demonstrates our commitment to onboarding exceptional candidates who bring a wealth of experience and diverse points of view.

Omniwomen, a global organization within Omnicom dedicated to championing the number and influence of female talent within the company, continues to grow organically, with three new chapters established in 2018 (Washington, D.C., San Francisco and New York City) and a total of 14 chapters around the world. OPEN Pride—our employee resource group that fuels the personal growth, organizational inclusion and business success of Omnicom’s lesbian, gay, bisexual and transgender (LGBT) employees and allies—has extended its global reach, with 10 chapters across India, China, Philippines, Australia, the United Kingdom, along with US cities, including New York, Chicago and St. Louis. In addition, new chapters arewe launched a Health and Welfare Benefit Plan for our LGBTQIA+ community in development2021 that includes domestic partner coverage, health benefits, gender affirming benefits, emotional health, family support, family care and financial health. To further support our LGBTQIA+ employees, we also continued our work with GLAAD, served as a Platinum Sponsor for Mexico City, San Francisco, Barcelona, AucklandNYC Pride’s 2021 celebration for the third year in a row, and Los Angeles. Thanksgrew OPEN Pride engagement to ournearly 4,000 Omnicom employees.

This work, plus many diversity initiatives,other internal and external efforts, helped Omnicom now has the most diverse workforce in its 30-year history.

Omnicom achievedachieve a perfect score of 100 percent for the secondsixth consecutive year on the Corporate Equality Index (CEI) survey,administered by the Human Rights Campaign Foundation. This index is a nationally recognized benchmarking tool for corporate inclusive policies, benefits and practices pertinent to LGBT employees, administered by the Human Rights Campaign Foundation. In additionLGBTQ employees. Due to being highly rated, Omnicom has beenour high score, we were designated as one of thea 2022 “Best PlacesPlace to Work for LGBT Equality” byLGBTQ Equality.”

When we speak about proper representation and inclusion within Omnicom, we know it must start at the HRC Foundation. top. That is why we continue to place a strong emphasis on the diverse composition of our Board of Directors. Currently, our Board nominees consist of nine independent directors, with six women, four African Americans (including our Lead Independent Director) and one Latina. We are proud of the diverse knowledge and experience our Board members bring as they ensure ethical standards are upheld and exemplary oversight is maintained across our networks and agencies.

Additional information on our diversity efforts is set forth above in the section entitled “Diversity, Equity and Inclusion.”

Our commitment to hiring and developing the best talent is unwavering. We believe the depth and diversity of our talent is of paramount importance, so we continually strive to provide an excellent work environment with first-rate professional development opportunities. From these efforts and based on the feedback of our employees, we were named to the Forbes 2018 America’s Best Employers List for the third straight year. We also placed considerable effort on succession planning and advancement, while keeping in mind the many strengths diversity provides. In February of 2018, Wendy Clark was appointed the new CEO of DDB Worldwide. Ms. Clark joined DDB in 2016, and under her leadership, the agency has grown by expanding existing relationships and winning new business. On January 1, 2018, Barri Rafferty became CEO of Ketchum, making her the first woman CEO to lead a top five global public relations agency. Since 1995, Omnicom University has focused on leadership programs for our senior managers and our many professional development programs remain committed to investing in our talent - at all levels - in a way that sustains and accelerates our growth.

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COMPENSATION DECISIONS REFLECT PERFORMANCE

COMPENSATION DECISIONS REFLECT PERFORMANCE

These and other 20182021 achievements were a direct result of the leadership of our named executive officers or “NEOs”, and other senior executives and provide significant context for the Compensation Committee’s pay-for-performance approach and key 20182021 compensation decisions. Our NEOs for fiscal year 20182021 were:

■	John D. Wren, Chairman and Chief Executive Officer
■	Philip J. Angelastro, Executive Vice President and Chief Financial Officer
■	Dennis E. Hewitt, Treasurer until December 31, 2018
■	Jonathan B. Nelson, Chief Executive Officer, Omnicom Digital
■	Michael J. O’Brien, SeniorExecutive Vice President, General Counsel and Secretary
■	Daryl D. Simm, President and Chief Operating Officer

Omnicom strives to closely link closely executive compensation to performance by making a significant portion of potential compensation variable, as well as long-term performance driven. The more senior the executive, the lower his or her base pay will be as a proportion of his or her entire compensation package and the higher histhe executive’s incentive-based and long-term retention components will be as a proportion of his or her entire compensation package. We believe this approach is aligned with shareholder interest and the long-term interests of the Company. For each NEO other than Mr. Hewitt,all NEOs, the majority of histheir total compensation was variable and based on performance. With respect to our CEO, 96%95% of his 20182021 compensation was variable and based on performance and 43% is also contingent upon long-term Company performance.

2018 CEO COMPENSATION

2018 CEO Compensation Mix

The process by which incentive compensation awards were determined for performance in fiscal year 2018, and the manner in which they were paid, aligns with our pay-for-performance objectives. A key component of our executive compensation program is a performance-based bonus (an “Incentive Award”) awarded pursuant to Omnicom’s Senior Management Incentive Plan (the “Incentive Award Plan”). The Incentive Award that each NEO earned in 2018 was primarily derived from a pre-set formula incorporating a combination of the following quantitative performance metrics:LAST YEAR’S SAY ON PAY VOTE AND SHAREHOLDER ENGAGEMENT

■	Omnicom’s annual financial performance against annual performance targets established by the Compensation Committee; and
■	Omnicom’s annual financial performance against that of an industry peer group established by the Compensation Committee.

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LAST YEAR’S SAY ON PAY VOTE AND SHAREHOLDER ENGAGEMENT

The Compensation Committee believes that our executive compensation program aligns with performance, reflects our business philosophy and utilizes competitive practices regarding executive compensation in a highly competitive industry. At our 20182021 Annual Meeting of Shareholders, over 87%88% of the votes cast on the say-on-pay proposal at that meeting were voted in favor of our 20172020 executive compensation program. The Compensation Committee believes this vote, in combination with direct feedback from our shareholders, affirms shareholders’ support of the Company’s approach to executive compensation. Omnicom’s performance in fiscal year 2018 and our many creative, strategic and operational accomplishments reinforce the Compensation Committee’s view that our executive compensation program is achieving its long-term objectives, and the Compensation Committee made no significant changes to the program during the year in response to last year’s “say-on-pay” vote. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes and feedback received directly from our shareholders when making future compensation decisions for the NEOs.

During the last year,In 2021, we reached out to shareholders representing more than 60%holding 65% of our outstanding shares.shares with an invitation to engage. We engaged withspoke to every shareholder whothat accepted our invitation, to talkwhich represented an aggregate of 40% of our outstanding shares, in a continued effort to foster a successful shareholder outreach program. Executive compensation was one of many topics included in our discussion with shareholders and shareholder feedback is shared with the Compensation Committee, as appropriate, as well as with the full Board. As a whole, shareholders were overwhelmingly supportive of the changes to our compensation structure in 2021 in response to shareholder feedback and management of the ongoing challenges of COVID-19 and were pleased that we reintroduced internal financial performance metrics in the fiscal 2021 Annual Cash Incentive Award program, weighted at 25%, and continued to weight qualitative metrics, also at 25%, with an emphasis on managing the ongoing challenges of COVID-19, DE&I, environmental sustainability and other corporate responsibility factors.

Compensation Committee Report

The Compensation Committee, which is comprised solely of independent members of the Board, has reviewed the “Compensation Discussion and Analysis” and discussed the analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference in Omnicom’s 20182021 10-K filed with the SEC on February 12, 2019.9, 2022.

Members of the Compensation Committee
Susan S. Denison,Chair
Alan R. Batkin
Mary C. Choksi
Leonard S. Coleman, Jr.
Linda Johnson Rice

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Compensation Discussion & Analysis

OBJECTIVES

OBJECTIVES

Compensation Decision Process

The Compensation Committee annually reviews and approves the compensation of the NEOs. To aid the Compensation Committee in making its compensation determinations, the Chief Executive Officer annually reviews the performance of each other NEO by evaluating the performance factors described in this Compensation Discussion and Analysis and presents his conclusions and recommendations to the Compensation Committee. The Compensation Committee considers the Chief Executive Officer’s recommendations, but ultimately exercises its own discretion.makes the final decision as to compensation determinations. With respect to 20182021 compensation, the Compensation Committee did not deviate materially from our Chief Executive Officer’s recommendations. Additional detail regarding

As described above, effective November 1, 2021, Mr. Simm moved into the process usedrole of President and Chief Operating Officer of Omnicom, a newly created position. Prior to setserving in this role, Mr. Simm served as Chief Executive Officer of OMG for more than two decades, having joined Omnicom in 1998. The Compensation Committee, on the recommendation of our CEO, Mr. Wren, determined Mr. Simm’s Annual Cash Incentive Award based on an assessment of his individual contributions to advancing OMG’s business strategy and long-term performance, OMG’s 2021 financial results, and the overall financial performance of Omnicom Group. Prior to Mr. Simm becoming an executive compensation targets, evaluate performanceofficer, our Chief Executive Officer determined his 2021 base salary and determine payouts is providedrecommended the value of the RSUs issued in June, 2021, which was also approved by the Compensation Committee, as described in the below diagram.Summary Compensation Table for 2021 and Grant of Plan-Based Awards Table below.

Process for Determination of our Executive Compensation: Step-By-Step

STEP 1				Base Salary Compensation Committee sets base salaries –- Mr. Wren’s salary last increased 1619 years ago
STEP 2
STEP 2			Setting Performance Measures for 2021 Compensation Committee sets metrics and quantitative and qualitative performance measures for meriting an Annual Cash Incentive Award with both short-term (cash bonus) and long-term components (PRSU/RSU)
STEP 3
STEP 3			Determining Multipliers Based on Performance Range Compensation Committee ascribes a range of predetermined multipliers based on the range of Omnicom performance with respect to each quantitative performance measure
STEP 4
STEP 4			Setting Target and Maximum Annual Cash Incentive Award Dollar Amounts Compensation Committee sets maximum and target Annual Cash Incentive Award dollar amounts
STEP
STEP 5				Calculation of Annual Cash Incentive Award Compensation Committee reviews Omnicom and peer group performance and calculates weighted score for each metric and final earned Annual Cash Incentive Award dollar amounts
STEP
STEP 6				Adjustments Determined Compensation Committee considers individual performance and any other factors deemedit deems appropriate in order to determine whether to make adjustments to the calculated Annual Cash Incentive Award dollar amounts and approves final Annual Cash Incentive Award dollar amounts Awards
STEP
STEP 7				Allocation between Cash/Equity Compensation Committee determines allocation ofLong-Term Incentive Award between cash and equity
STEP 8			Allocate PortionCompensation: Grant of Incentive Award into Three-Year Performance Restricted Stock Unit Award That Is Eligible To Vest in 2022Awards for CEO/CFO For CEO/CFO, the Compensation Committee allocated a portiongranted in March 2021 an award of each Incentive Award into PRSUs that are subject to further performance conditions over a three-year period from 20192021 to 2021,2023 and isare eligible to vest in 2022 2024
STEP
			8
STEP 9			Allocate PortionLong-Term Incentive Compensation: Grant of Incentive Award into an Award ofTime-Based Restricted Stock Units (“RSUs”) to Other NEOs For Messrs. Nelson, O’Brien and O’Brien,Simm, the Compensation Committee allocated a portiongranted in the second quarter of each Incentive Award into2021 an Awardaward of RSUs that vest ratably over a five-year period

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ELEMENTS OF OMNICOM COMPENSATION AND FISCAL YEAR 2018 DECISIONS

ELEMENTS OF OMNICOM COMPENSATION AND FISCAL YEAR 2021 DECISIONS

For Messrs. Wren and Angelastro, our principal components of pay for performance in 2021 are a base salary, and an Annual Cash Incentive Award based on 20182021 performance which is comprised of both a cash award and an award of PRSUs whichthat is further contingent upon the long-term performance of the Company.

For Messrs. Nelson, O’Brien and O’Brien,Simm, our principal components of pay for performance in 2021 are a base salary, and an Annual Cash Incentive Award based on 20182021 performance which is comprised of both a cash award and an award of RSUs that vest ratably over a five-year period. Mr. Hewitt retired from Omnicom effective December 31, 2018. The principal components of his 2018 pay are a base salary and a severance payment to be made pursuant to the Separation Agreement and General Release between Mr. Hewitt and the Company filed as Exhibit 10.1 to the Form 8-K filed with the SEC on October 12, 2018 (the “Separation Agreement”) as described below under the section entitled “Other Executive Compensation Arrangements”.

Although each NEO isNEOs are eligible to receive an Annual Cash Incentive Award if their achievements so merit, the granting of an Annual Cash Incentive Award to any NEO is entirely at the election of the Compensation Committee. The Compensation Committee may choose not to award an Annual Cash Incentive Award to a NEO or to adjust the amount of the Incentive Awardaward that results from the application of the measures described in this Compensation Discussion & Analysis, in each case in light of all factors deemed relevant by the Compensation Committee. In addition, to the extent achievement of the performance criteria may be impacted by changes in accounting principles and extraordinary, unusual or infrequently occurring events reported in Omnicom’s public filings, the Compensation Committee exercises its judgment whether to reflect or exclude their impact.

Each of these components and the manner in which decisions for 20182021 were made for each NEO are more fully discussed in the sections that follow.

STEP 1			Base Salary Compensation Committee sets base salaries –- Mr. Wren’s salary last increased 1619 years ago
1

NEO Base Salaries:
John Wren
Chairman and Chief Executive Officer		$	1,000,000		$	1,000,000
Philip Angelastro
Executive Vice President and Chief Financial Officer		$	850,000		$	850,000
Dennis Hewitt
Former Treasurer		$	395,000
Jonathan Nelson
Chief Executive Officer, Omnicom Digital		$	850,000		$	850,000
Michael O’Brien
Senior Vice President, General Counsel and Secretary		$	700,000
Executive Vice President, General Counsel and Secretary					$	700,000
Daryl Simm
President and Chief Operating Officer					$	975,000

The objective of base salary is to provide a portion of compensation to the NEO that is not “at risk” like incentive bonuses or equity awards, and is generally unaffected by fluctuations in company performance or the market in general. The base salaries for the NEOs are determined by the Compensation Committee. However, Mr. Simm became an executive officer in 2021, and as a result his base salary was set by Mr. Wren prior to becoming an executive officer.

Adjustments in base salary for NEOs are discretionarynot automatic or formulaic, and are ultimately made by the Compensation Committee in the exercise of its business judgment. Normally, base salary adjustments are generally considered no more frequently than every 24 months.

In addition to Mr. Wren, Mr. O’Brien has not had an increase in base salary in 1619 years. Prior to the increase he received in 2014 upon his appointment to Executive Vice President and Chief Financial Officer, Mr. Angelastro had not had an increase in base salary in 1012 years and his base salary has not increased further since his appointment.

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Omnicom considers a number of factors when determining whether to make base salary adjustments, which factors may include advice from our compensation consultant, the general knowledge of our Chief Executive Officer and Compensation Committee of base salaries paid to similarly positioned executives, salaries paid historically, tax and accounting changes that may affect the Company, as well as personal performance as assessed by the Compensation Committee and the Chief Executive Officer. No formulaic base salary adjustments are provided to the NEOs.

Based on our Chief Executive Officer and the Compensation Committee’s general knowledge of base salaries paid to similarly positioned executives at companies of comparable size and profitability, and the Compensation Committee’s

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emphasis on performance-based compensation, no NEO’s base salary was adjusted in 2018.2021.

Performance-Based Compensation Awards

As discussed above, under theUnder Omnicom’s Senior Management Incentive Award Plan, eligible executive officers may subject toreceive an Annual Cash Incentive Award, except as the Compensation Committee oversight and discretion, receive an Incentive Award.may otherwise determine in the exercise of its business judgment.

The following table summarizes the combination of quantitative and qualitative performance measures the Compensation Committee considered for the Annual Cash Incentive Awards awarded for performance in fiscal year 2018, which is the basis for both the cash and equity-based portions of the Incentive Award awarded2021, each of which is discussed in greater detail below:below. As explained above, the Compensation Committee, on the recommendation of our CEO, Mr. Wren, determined Mr. Simm’s Annual Cash Incentive Award based on an assessment of his individual contributions to advancing OMG’s business strategy and long-term performance, OMG’s 2021 financial results, and the overall financial performance of Omnicom Group. The assessment of his Annual Cash Incentive Award is, therefore, not included below.

Determination of Annual Cash Incentive Award:

(Short-term Cash Portion and Long-term Equity Portion)

STEP 2			Setting Performance Measures for 2021 Compensation Committee sets metrics and quantitative and qualitative performance measures for meriting an Annual Cash Incentive Award with both short-term (cash bonus) and long-term components (PRSU/RSU)
2

Component		Weighting		Performance Measures		Rationale for Selection of Performance Metric
Performance Metric (OMC Targets)				■Diluted EPS growth (33.3%)		■Measures Company’s profitability
					■EBITA margin (33.3%)		■Measure intended to focus the Company on operating at sustainable, profitable levels
					■Organic growth (33.3%)		■Measures ability to drive revenue growth from existing operations, exclusive of acquisitions, dispositions and currency effects
	Peer Metric (Performance Relative to Peers)		50%		■Return on equity (40%)		■Comprehensive means to evaluateComprehensively evaluates various financial metrics and directly tied to the return to our common shareholders over time
				■Organic growth (20%)		■Measures ability to drive revenue growth from existing operations, exclusive of acquisitions, dispositions and currency effects
				■Operating profit margin (20%)		■Measure intended to focusFocuses the Company on operating at sustainable, profitable levels
				■Organic growth plus operating profit margin (20%)		■Measure designed to balanceBalances the contribution of each of these important metrics
Performance Metric (OMC Targets)		25%		■Diluted EPS growth (33.3%)		■Measures Company’s profitability
				■EBITA margin (33.3%)		■Focuses the Company on operating at sustainable, profitable levels
				■Organic growth (33.3%)		■Measures ability to drive revenue growth from existing operations, exclusive of acquisitions, dispositions and currency effects
Qualitative Metric		25%		■Assessment of our responses to ongoing COVID-19 challenges;		■Incorporates new metrics to reflect priority focus on DE&I, corporate values and integrity and continued management of COVID-19 challenges
				■Diversity, equity and inclusion; and
				■Environmental sustainability, corporate values and integrity

We believe our goals are meaningful and challenging, the achievement of which is designed to drive shareholder value.

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STEP 3			Determining Multipliers Based on Performance Range Compensation Committee ascribes a range of predetermined multipliers based on the range of Omnicom performance with respect to each quantitative performance measure
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PEER METRIC (FINANCIAL PERFORMANCE VS. INDUSTRY PEER GROUP) – 50% OF TARGET ANNUAL CASH INCENTIVE AWARD

Performance Measure	Weight			Rank		Peer Multiplier
Return On Equity	40	%		1 - 4		0.4 – 2.0
Organic Growth	20	%		1 - 4		0.4 – 2.0
Operating Profit Margin	20	%		1 - 4		0.4 – 2.0
Organic Growth + Operating Profit Margin	20	%		1 - 4		0.4 – 2.0

The “Peer Metric” is based on Omnicom’s financial performance as compared to an industry peer group. The Compensation Committee considered the following performance measures for fiscal year 2021 as compared to that of an industry peer group, which included WPP plc, Publicis Groupe SA and The Interpublic Group of Companies, Inc. (the “Peer Metric Group”), with each measure weighted as indicated:

■	return on equity (ROE) (40%)
■	organic growth (20%)
■	operating profit margin (20%)
■	organic growth plus operating profit margin (20%)

Peer Metric
(50% of Target Incentive Award)

A predetermined multiplier of between 0.4 and 2.0 (the “Peer Multiplier”) was ascribed based on Omnicom’s ranking relative to the Peer Metric Group for each metric. The Peer Multiplier was applied to each metric’s weighting within the category based on the results achieved to arrive at a weighted score (the “Peer Weighted Score”).

PERFORMANCE METRIC (FINANCIAL PERFORMANCE VS. ANNUAL COMPANY TARGET) – 50%25% OF TARGET ANNUAL CASH INCENTIVE AWARD

Performance Measure		Weight		Performance Range		Performance Multiplier
Diluted EPS Growth	33⅓%	33⅓%		6.8%8.0% - 8.2%	13.0%	0.0 – 2.0
EBITA Margin	33⅓%	33⅓%		13.7%15.2% - 14.3%	15.6%	0.0 – 2.0
Organic Growth	33⅓%	33⅓%		2.3%4.0% - 3.7%	8.0%	0.0 – 2.0

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The “Performance Metric” is based on Omnicom’s financial performance as compared to annual Company targets. The Compensation Committee considered the following performance measures for fiscal year 2018,2021, with each measure weighted as indicated:

■	fully-dilutedFully diluted earnings per share growth (Diluted EPS) growth (33.3%)
■	earnings before interest, taxes and amortization (EBITA) margin (33.3%)
■	organic growth (33.3%)

Performance Metric
(50%25% of Target Incentive Award)

Organic growth is total revenue growth less the change in revenue attributable to changes in foreign exchange rates and the revenue from businesses acquired net of the revenue from businesses that were disposed. A predetermined multiplier of between 0.0 and 2.0 (the “Performance Multiplier”) was ascribed based on the range of Omnicom performance with respect to each performance measure as shown above. The Performance Multiplier is applied to each metric’s weighting within the category based on the results achieved to arrive at a weighted score (the “Performance Weighted Score”).

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PEER METRIC (FINANCIAL PERFORMANCE VS. INDUSTRY PEER GROUP) – 50% OF TARGET INCENTIVE AWARD

Performance Measure		Weight			Rank		Peer Multiplier
Return On Equity		40	%		1-4		0.4 – 2.0
Organic Growth		20	%		1-4		0.4 – 2.0
Operating Profit Margin		20	%		1-4		0.4 – 2.0
Organic Growth + Operating Profit Margin		20	%		1-4		0.4 – 2.0

The “Peer Metric” is based on Omnicom’s financial performance as compared to an industry peer group. The Compensation Committee considered the following performance measures for fiscal year 2018 as compared to that of an industry peer group, which included WPP plc, Publicis Groupe SA and The Interpublic Group of Companies, Inc. (the “Peer Metric Group”), with each measure weighted as indicated:

■	return on equity (ROE) (40%)
■	organic growth (20%)
■	operating profit margin (20%)
■	organic growth plus operating profit margin (20%)

A predetermined multiplier of between 0.4 and 2.0 (the “Peer Multiplier”) was ascribed based on Omnicom’s ranking relative to the Peer Metric Group for each metric. The Peer Multiplier was applied to each metric’s weighting within the category based on the results achieved to arrive at a weighted score (the “Peer Weighted Score”).

STEP			Setting Target and Maximum Annual Cash Incentive Award Dollar Amounts Compensation Committee sets maximum and target Annual Cash Incentive Award dollar amounts
4

Name of Executive		Threshold			Target			Maximum			Threshold			Target			Maximum
John Wren		$	0		$	18,920,000		$	37,840,000			$ 0		$	7,900,000		$	15,800,000
Philip Angelastro		$	0		$	5,350,000		$	10,700,000			$ 0		$	2,500,000		$	5,000,000
Jonathan Nelson		$	0		$	2,750,000		$	5,500,000			$ 0		$	1,500,000		$	3,000,000
Michael O’Brien		$	0		$	2,125,000		$	4,250,000			$ 0		$	1,150,000		$	2,300,000

For performance in fiscal year 2018,2021, we established a maximum incentive compensation level and a target incentive compensation level set at a percentage of the maximum incentive compensation level, which are shown above and in the “Grants“Grants of Plan-Based Awards in 2018”2021” table. As described below, the Compensation Committee generally consults with its compensation consultant to determine the range of total compensation for similarly positioned executives at our peer group companies. The Compensation Committee takes the information provided in the compensation consultant report into consideration when determining the Incentive Award target for our NEOs. As a result of his resignation, Mr. Hewitt did not receive incentive compensation for 2018.

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STEP			Calculation of Annual Cash Incentive Award Compensation Committee reviews Omnicom and its peer group and calculates weighted score for each metric and final earned Annual Cash Incentive Award dollar amounts
5

CALCULATION OF METRICS RESULTS – COMPANY TARGETS

The tables below describe earned Incentive Awards based on 2018 performance, which are the basis for both the cash and equity-based portions of the Incentive Award awarded as shown in the Summary Compensation Table on page 59 below. In calculating the performance metric result for EBITA Margin, we made certain adjustments aggregating $29.0 million to 2018 EBITA to exclude the net gain on the disposition of subsidiaries and expenses resulting from certain repositioning actions. See Annex A for the “Calculation of Adjusted EBITA Margin Performance Metric.” In calculating the performance metric result for Diluted EPS Growth, we made certain adjustments aggregating $40.9 million to decrease 2018 net income so it would be comparable to 2017 net income after adjusting 2017 net income, in a manner consistent with the calculations in our proxy statement filed with the SEC on April 12, 2018, for similar items related to the implementation of the Tax Act and the excess tax benefits from share-based compensation. The net gain on disposition of subsidiaries and repositioning actions, and the additional income tax expense from the finalization of the provisional estimate of the effect of the Tax Act increased net income $18.2 million, as described in the section Omnicom Financial Results and Shareholder Return. In addition, the successful resolution of certain foreign tax claims during the year and excess tax benefits from share-based compensation increased net income $22.7 million in 2018. These adjustments were excluded from the calculation of the performance metric. See Annex A for the “Calculation of Net Income used for Diluted EPS Growth.”

		Target Range and 2018 Performance		Performance Multiplier		Relative Weight			Weighted Score
Diluted EPS growth				2.000		33.3	%		0.667
EBITA margin				2.000		33.3	%		0.667
Organic growth				0.600		33.3	%		0.200
Total									1.534
Performance Weighted Score of 1.534 x metric weighting of 50%									76.7	%

CALCULATION OF METRICS RESULTS – COMPANY PERFORMANCE VS. INDUSTRY PEER GROUP

		2018 Performance			Peer Metric Group Rank		Weight			Peer Multiplier		Weighted Score
Return On Equity		51.4	%		1		40	%		2.00		0.800
Organic Growth		2.6	%		2		20	%		1.50		0.300
Operating Profit Margin		14.0	%		1		20	%		2.00		0.400
Organic Growth + Operating Profit Margin		16.6	%		1		20	%		2.00		0.400
Total												1.900
Peer Weighted Score of 1.900 x metric weighting of 50%												95	%

When calculating the Operating Profit Margin Peer Metric, we made adjustments to Operating Profit to exclude the gain on the sale of ICON in the second quarter of 2021. The tables in Annex A show the adjustments made to Omnicom Group Inc.’s Operating Profit.

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		2021 Performance			Peer Metric Group Rank		Weight			Peer Multiplier		Weighted Score
Return On Equity		44.3	%		1		40	%		2.00		0.800
Organic Growth		10.2	%		3		20	%		1.00		0.200
Adjusted Operating Profit Margin		15.0	%		1		20	%		2.00		0.400
Organic Growth + Adjusted Operating Profit Margin		25.2	%		2		20	%		1.50		0.300
Total												1.700
Peer Weighted Score of 1.700 x metric weighting of 50%												85.0	%

CALCULATION OF METRICS RESULTS – COMPANY TARGETS

When calculating our EBITA Margin, we made adjustments to EBITA to exclude the gain on the sale of ICON in the second quarter of 2021. When calculating our Diluted EPS growth, we made adjustments to (i) exclude the impact of COVID-19 related repositioning costs in 2020, (ii) exclude the COVID-19 related asset impairment loss in 2020, and (iii) exclude the gain on the sale of ICON in the second quarter of 2021. The tables in Annex A show these adjustments to EBITA Margin and Diluted EPS growth.

	Target Range and 2021 Performance	Performance Multiplier	Relative Weight	Weighted Score
Diluted EPS growth		1.500	33.3%	0.500
EBITA margin		2.000	33.3%	0.667
Organic growth		2.000	33.3%	0.667
Total				1.833
Performance Weighted Score of 1.833 x metric weighting of 25%				45.8%

CALCULATION OF METRICS RESULTS – QUALITATIVE METRIC DETERMINATIONS

The Qualitative Metric, the outline of which is provided below, was implemented to further align pay with the achievement of criteria relating to management’s continued response to COVID-19, further promote accountability for progress on our DE&I initiatives, and make the compensation program more consistent with our peer group.

Response to Ongoing COVID-19 Challenges

■	Providing for and prioritizing the safety and well-being of employees;
■	Effectiveness of business continuity;
■	Safely reopening offices;
■	Management of capital structure, liquidity, cash flow/working capital;
■	Effectiveness of cost-reduction initiatives;
■	Preservation of the payment of the dividend on our common stock;
■	Management of client relationships, payment terms, contract amendments and credit risk; and
■	Implementation of strategic initiatives in response to current economic conditions.

Diversity, Equity and Inclusion

■	Implementation of and progress under the Action Items in OPEN 2.0 - Omnicom’s action plan for Diversity, Equity and Inclusion initiatives, including Omnicom’s progress with respect to key performance indicators established with respect to the compensation period.

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Corporate Responsibility and Integrity

■	Achieving highest levels of corporate, social and environmental responsibility;
■	Maintaining a professional work-place environment; and
■	Maintaining highest standards of corporate values and integrity.

Qualitative Metric Fiscal Year 20182021 Determinations

Response to Continued and Evolving COVID-19 Challenges

While the impact of the COVID-19 pandemic on the global economy moderated, it remained a public health threat and posed many challenges necessitating a continued focus on executing strategic decisions quickly and effectively. Mr. Wren continued to lead the Company in developing and implementing an evolving action plan framework and certain related procedures in response to the ongoing pandemic. As has been true since the pandemic began, Mr. Wren’s primary focus remained on the safety and well-being of our employees. Other imperative concerns were the ability of the Company to effectively service our clients, preserve the strength of Omnicom’s business for the long term and maintain a strong return for the shareholders of our common stock. The following table briefly summarizes the key focus areas for actions that mitigated the impact of the COVID-19 pandemic for our Company, each of which is discussed in greater detail below.

Key focus areas for actions that mitigate the continued impacts of COVID-19 for our Company

Prioritizing Safety and Well-Being of Our Employees		Effectively Serving Our Clients		Preserving the Strength of Our Business and Maintaining Shareholder Return
■Effectiveness of business continuity ■Continued improvement on the success of our virtual work environment ■Instituting new programs that allow for agile and flexible work arrangements ■Continued commitment to employee health and safety ■Continued heightened workplace hygiene policies and office cleaning procedures		■Agencies continued to institute developed insights and creative ideas to support clients and their customers ■New investment in areas most important to our clients in a quickly evolving digital environment ■Continued management of client relationships, payment terms, contract amendments and credit risk ■Extensive work done by agencies to provide clients with services and solutions needed during unprecedented times		■Thoughtful balance sheet and liquidity management, building on history of disciplined capital allocation decisions ■Continued reduction in discretionary and infrastructure costs, resulting from new ways of working and efficiencies achieved during the pandemic ■Strategic capital expenditures executed and resumption of stock repurchases as an important total return for our shareholders ■Continued adjustment of operations to resume pre-pandemic operations ■Increased our dividend by 7.7% in 2021 to a quarterly rate of $0.70 per share

PRIORITIZING THE SAFETY AND WELL-BEING OF OUR EMPLOYEES

As explained above, Omnicom’s first priority continued to be the safety and well-being of our employees. Many of Omnicom’s employees worldwide continued to work remotely in 2021 and, while preparing for a successful return to the office, we developed and instituted new programs that allow for agile and flexible work arrangement to meet the changing needs of employees after navigating the pandemic. Omnicom’s agencies continued to follow relevant health authority guidelines, such as those from the Centers for Disease Control and Prevention in the United States and the National Health Service in the United Kingdom. In addition, Omnicom’s agencies were instructed on the steps to take if an employee tests positive for COVID-19 or has been in close contact with another person who has tested positive in light of new variants

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and evolving advice from relevant health authorities. We continued more heightened workplace hygiene policies and office cleaning procedures. We followed recommended travel restrictions and meeting guidelines. Mr. Wren maintained direct communication regarding the evolving nature of the global health challenges to all employees in the form of emails.

As an example of our effort to prioritize the safety and well-being of our employees, all Omnicom offices in the United States (and elsewhere where permitted by law) were open only to fully vaccinated employees and visitors.

Omnicom’s information technology task force and teams continued to leverage various information technology methods for remote working to ensure that employees were able to effectively work remotely and receive at-home technology support. In addition, our information technology teams prepared our offices for returning to work, making sure that our employees were able to use video calls and other tools that they have come to rely on when working in the offices to ensure a seamless hybrid working environment.

EFFECTIVELY SERVING OUR CLIENTS

The COVID-19 pandemic continued to challenge most of our clients’ businesses. As a result, clients continue to be faced with the need to cut costs, creatively meet strategic priorities and address the changing needs of employees. As long as the COVID-19 pandemic remains a threat, global economic conditions continue to be volatile and such uncertainty cuts across all clients, industries and geographies.

Our agencies quickly developed insights and creative ideas to support clients and their customers. They worked extensively to provide clients with services and solutions needed during these unprecedented times. We continued to review client credit considerations and accounts receivable from certain clients that were particularly impacted by the pandemic. We maintained client credit risk assessment procedures and monitored credit risk insurance in connection therewith. Omnicom leadership followed our internal processes for managing client requests to modify commercial terms, and the approval process for agency-client contractual changes. They also evaluated active client credit risk, and coordinated with credit officers.

PRESERVING THE STRENGTH OF BUSINESS AND MAINTAINING SHAREHOLDER RETURN

Our treasury and finance groups continued to focus on maintaining a strong balance sheet and significant liquidity and improving capital efficiency. We identified opportunities for further reduction in discretionary and infrastructure costs, resulting from new ways of working and efficiencies achieved during the pandemic. Importantly, we achieved the improvements in our margins discussed in greater detail above while continuing to invest in our talent and in the areas most important to our clients and, therefore, to our future revenue growth.

As a result of our continuing efforts to prudently manage the use of our cash, we were able to generate $1.8 billion of free cash flow during 2021, an increase of 5.4% as compared to the prior year, and ended the year with $5.3 billion in cash and cash equivalents. See Annex A for the definition of free cash flow, which is a Non-GAAP measure, and a reconciliation of free cash flow to net income. We returned $592.3 million of cash to pay dividends to common shareholders. We maintained our dividend throughout the pandemic in 2020 and increased it by 7.7% in 2021 to a quarterly rate of $0.70 per share. For the year ended December 31, 2021, our return on invested capital was 33.4%, while our return on equity was 44.3%. Return on invested capital is defined as after-tax operating profit divided by the average of invested capital for the period (the sum of total debt, long-term liabilities, deferred tax liabilities and shareholders’ equity; less cash and cash equivalents). See Annex A for the definition of after-tax operating profit and a reconciliation of after-tax operating profit to operating profit.

DIVERSITY, EQUITY AND INCLUSION

Omnicom is a people business, and it has long been our mission to foster diverse and inclusive workplaces where all our people feel comfortable, confident and supported. Over the last year, we have demonstrated our commitment to DE&I by advancing the Action Items outlined in OPEN 2.0, our framework for achieving systemic equity.

Our mission is to attain equal representation, development, support and retention of historically underrepresented groups, and, in particular in the United States, for our Black, Hispanic, Asian and Indigenous professionals.

OPEN 2.0 specifies eight Action Items that will help us move toward achieving systemic equity faster and more effectively. These Action Items drive our DE&I efforts, and their highlights are provided below:

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Action Items			Commentary
	Expand & Empower OPEN Leadership Team		Further expand, support, and empower the team (led by our Chief Equity and Impact Officer)
	Attracting and Recruiting Talent		Together with the OPEN Leadership Team, agencies will promote our DE&I programs and initiatives
	Development		Establish an advocacy program to nurture talent and create a path for success and advancement of individuals across the Company
	Retention		Establish a networking system that will allow talent to be sourced from across the firm globally to more efficiently and effectively provide career advancement
	Clients		Establish a program to regularly update clients on our DE&I initiatives, and expand our current supplier diversity programs
	Community		On an annual basis, we will identify additional organizations that our agencies enthusiastically support and offer our professional services on a pro-bono basis to advance their goals
	Mandatory Training		We will further expand our training programs designed to create awareness and sensitivity to issues regarding DE&I, including global, mandatory unconscious bias training
	Accountability		Our progress and effectiveness will be measured by establishing Omnicom-wide key performance indicators (KPIs) that will become part of our operations and an important factor in executive compensation

We made substantial progress under OPEN 2.0 in 2021. As shown in our chart on page 30, we achieved significant progress in increasing our workforce diversity during the year. We also launched four new Employee Resource Groups (“ERGs”) during 2021, including the Asian Leaders Circle, Black Together, OPEN DisAbility and AcentO, which servers our Latinx community. Some ERG events drew participation from over 1,000 employees, and employees from over 50 countries participated in various events during the year. The total number of ERG members grew by over 100 percent during 2021. With also launched numerous diversity training programs, and over 68,000 employees completed our global Diversity Training Module.

CORPORATE RESPONSIBILITY AND INTEGRITY

Omnicom continues its deep commitment to corporate responsibility. The four pillars for our efforts include: (i) supporting our communities, (ii) creating a dynamic and diverse workforce, (iii) managing our environment footprint and (iv) ensuring a strong governance structure. Each are further described below:

Community		■Continued to support the UN SDGs through client, pro bono and volunteer work by our agencies across the globe ■Helped ensure inclusive and quality education for children around the world (SDG No. 4) through our continued pro bono work with Theirworld and Girl Effect
People		■Perfect score on the Corporate Equality Index conducted by Human Rights Campaign for six consecutive years ■More than doubled the number of DE&I leaders throughout Omnicom, with all of our networks and practice areas now having a dedicated DE&I leader reporting to their CEO ■Launched four new global Employee Resource Groups (ERGs) to join Omniwomen and OPEN Pride in serving communities with the Omnicom workforce ■Deployed a global, online unconscious bias training course and completed over 33,000 hours of training
Environment		■In July, Omnicom appointed Karen van Bergen to Chief Environmental Sustainability Officer, reporting to Mr. Wren. In this role, Ms. van Bergen is responsible for overseeing Omnicom’s climate change initiatives and processes, which include setting measurable goals, policies and partnerships that will reduce its carbon footprint ■Nearly five years ago, the company established sustainability goals aimed at reducing its energy use while increasing use of renewable resources targeted for completion by 2023 ■Omnicom is on target to achieve our environmental goals of reducing energy use by 20% per employee using a 2015 baseline and increasing our use of electricity generated from renewable sources to 20% by 2023 ■Omnicom remains a signatory to the United Nations (UN) Global Compact, which commits to undertaking initiatives to promote greater environmental responsibility and encourage the implementation of environmentally friendly technologies ■Omnicom has committed to the Science Based Targets Initiative, which audits participating companies on their emissions goals and evaluates whether they are in-line with the global mandate to keep the planet’s warming below 1.5 degrees

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Governance

■   Our Code of Business Conduct, which spells out what we value, what we believe and the policies that all employees at every level around the world must uphold, underscores our commitment to upholding the highest ethical standards ■As a signatory to the UN Global Compact, we maintain a Human Rights Policy for our customers and clients ■Our Supplier Code of Conduct was put into effect in 2020, outlining our expectations for the business with which we work ■Continued offering mandatory business ethics, security awareness and cybersecurity training to all Omnicom employees ■Maintained diverse representation through our 10 board of director nominees, which include six women, four African Americans and one Latina

Due to this work and more, we were the only company in our industry named to Newsweek’s list of America’s Most Responsible Companies in 2021, and we were named to the list for a third consecutive time in early 2022.

For these reasons and the many others listed above, the Compensation Committee determined that the Qualitative Metric Score for 2021 performance is 1.33.

Fiscal Year 2021 Calculation of Earned CompensationAnnual Cash Incentive Award

Name		Target Incentive Compensation			Performance Weighted Score			Peer Weighted Score			Combined Score			Total Incentive Award Earned			Target Incentive Compensation			Peer Weighted Score			Performance Weighted Score			Qualitative Score			Combined Score			Total Annual Cash Incentive Award Earned
John Wren		$	18,920,000		76.7	%		95.0	%		171.7	%		$	32,479,000		$	7,900,000		85.0	%		45.8	%		33.3	%		164.2	%		$	12,969,000
Philip Angelastro		$	5,350,000		76.7	%		95.0	%		171.7	%		$	9,184,000		$	2,500,000		85.0	%		45.8	%		33.3	%		164.2	%		$	4,104,000
Jonathan Nelson		$	2,750,000		76.7	%		95.0	%		171.7	%		$	4,721,000		$	1,500,000		85.0	%		45.8	%		33.3	%		164.2	%		$	2,463,000
Michael O’Brien		$	2,125,000		76.7	%		95.0	%		171.7	%		$	3,648,000		$	1,150,000		85.0	%		45.8	%		33.3	%		164.2	%		$	1,888,000

STEP 6			Adjustments Determined The Compensation Committee considers the following qualitative factors regarding each NEO’s 2018 performance and the additional considerationsmatters described below to determine whether to make adjustments to the calculated Annual Cash Incentive Award dollar amounts and approves final Annual Cash Incentive Award dollar amounts

QUALITATIVE FACTORS

The Compensation Committee, with the assistance of Omnicom’s Chairman and Chief Executive Officer, looked to determine how each NEO contributed to advancing the core “pillars” that serve as the foundation of our business strategy: providing best in class services to clients, maximizing efficiencies and minimizing risk through enterprise-wide initiatives and achieving the highest levels of corporate values and integrity.

1.

Best in Class Client Services. We achieve this goal by securing the finest available talent in the right disciplines, and deploying that talent in the right places across the globe. The Compensation Committee looks to the role a NEO has played in developing our personnel and our client and discipline base. With respect to each, the Compensation Committee reviews an executive’s role, as applicable, in:

■	Personnel development

■	Providing management development and succession planning
■	Recruiting and retaining key and diverse talent
■	Training and educating personnel

■	Client development

■	Retaining clients/business
■	Expanding the depth and breadth of our core clients
■	Developing new client relationships

■	Services development

■	Developing the quality and breadth of our key services
■	Expanding our global presence in the right places
■	Planning acquisitions and divestitures
■	Receiving honors and awards for creative excellence and customer service

2.

Enterprise-wide initiatives to maximize efficiencies and minimize risk. Next, our finance and operations team strives to maximize efficiencies and minimize risk through enterprise-wide initiatives that create a high return on invested capital. The Compensation Committee reviews each executive’s involvement in key business management issues such as cash management, business planning, Enterprise Risk Management, information technology initiatives/consolidation, developing and streamlining financial reporting operations and working capital management.

3.

Corporate values and integrity. Finally, Omnicom’s leadership strives to achieve the highest levels of corporate values and integrity. The Compensation Committee considers how each executive contributed to Omnicom’s substantial efforts to maximize diversity and inclusion, to achieve the highest levels of corporate social responsibility, including a commitment to environmental and individual community outreach initiatives, and to maintain a professional work-place environment.

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Adjustments: Qualitative Factors

The Compensation Committee, with the assistance of Omnicom’s Chairman and Chief Executive Officer for NEOs other than himself, considered the following contributions of each NEO toward advancing our business strategy in determining whether to adjust the calculated Incentive Awards.

John D. Wren.Under Mr. Wren’s leadership, Omnicom has grown into one of the world’s largest and most respected advertising and marketing communications firms. As part of the original management team that created Omnicom in 1986 and as the Company’s chief executive officer since 1997, he has been the architect of a complex strategy that has positioned Omnicom to serve the global marketing requirements of the world’s most sophisticated marketers. He has championed the creation of unique virtual client networks across Omnicom agencies, geographies and disciplines to meet the needs of global clients. He was early to envision the potential of digital technologies, leading the Company’s early investment in and development of digital technologies and capabilities across each of Omnicom’s agencies and he continues to drive our strategy to leverage our digital and analytical capabilities and utilize new mediums and technology platforms. He has also been instrumental in leading the Company’s efforts to extend and deepen Omnicom’s capabilities in rapidly growing markets and new service areas to meet the needs of clients’ global marketing efforts. Throughout this evolution of the Company, Mr. Wren has ensured that Omnicom agencies and networks have continued to build on their strong legacy of creative excellence. Today, Omnicom’s networks and agencies are regarded as the industry’s most creative, as measured by their share of global awards for creative excellence.

Mr. Wren is responsible for the organizational changes and strategic investments Omnicom has been implementing over the past few years. As a result of his insight into the changing needs of our clients and to better capture the expanded scope of our services, Mr. Wren developed and executed the creation of our practice areas to bring together agencies operating in common disciplines to create additional custom client solutions. We now have Practice Areas established for Healthcare, Public Relations, Precision Marketing and CRM, National Brand Advertising, Experiential, Specialty Marketing, Brand and Consulting, and our global advertising agency networks. He also led the efforts to simplify our service offerings through our key client matrix organization structure, our client-centric business model requiring multiple agencies within Omnicom to collaborate in formal and informal virtual client networks. The demands of clients, consumers and new technologies are pushing agencies to work faster. Our new organizational structure is designed to deliver more innovation, ideas and growth in a nimble and flexible fashion so we can adjust quickly as our clients’ needs change.

Mr. Wren has also long been instrumental in identifying, attracting, retaining and developing highly skilled key executives and is deeply committed to disseminating best practices across Omnicom through industry-leading advanced education initiatives such as Omnicom University.

The strategies designed and implemented by Mr. Wren not only delivered solid financial results at a challenging time for our industry, but also positioned Omnicom to better respond to its clients’ future business needs. Mr. Wren’s emphasis on expanding client relationships, as well as his direct leadership role with many of the Company’s largest global clients, again resulted in organic revenue growth. Such growth, along with Mr. Wren’s focus on improving operating efficiencies through initiatives to leverage Omnicom’s scale in areas such as real estate, information technology, back-office services and procurement, while maintaining key investments in both our talent and new service areas resulted in a return on invested capital of 29.6%, and return on equity of 51.4%.

Under Mr. Wren’s leadership in 2018, Omnicom’s balance sheet and liquidity remained strong and the Company returned a significant amount of capital to our shareholders, including approximately $1.1 billion in dividends and share repurchases, net of proceeds from stock plans. Over the past ten years under Mr. Wren’s leadership, the Company has returned over 100% of its cumulative net income to Omnicom shareholders in the form of dividends and share repurchases. Since becoming Chief Executive Officer, Mr. Wren has built and led a management team under whose stewardship Omnicom has averaged an annual return on equity of greater than 25%.

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Philip J. Angelastro.Mr. Angelastro provided key leadership and financial management for our Company. He managed the Company’s capital and liquidity, oversaw the management of risk and the strengthening of the Company’s balance sheet. He also supervised the enhancement of Omnicom’s financial planning and analysis process and helped to drive initiatives to leverage Omnicom’s scale in areas such as real estate, information technology, back-office services and procurement. Working with Mr. Wren and our senior network management teams, Mr. Angelastro continued to improve our working capital management programs, an important effort in maintaining Omnicom’s overall financial performance. Mr. Angelastro prioritized the development of the skills of our finance and operating personnel and implemented programs for their ongoing professional development. He oversaw the Company’s efforts in the areas of corporate ethics, enterprise risk management and global corporate social responsibility. In addition, during 2018, Mr. Angelastro continued to oversee the Company’s financial reporting function as well as its efforts to define and implement accounting policies and procedures for all Omnicom companies. Mr. Angelastro also managed Omnicom’s global income tax function, its Sarbanes Oxley compliance activities, as well as its U.S. health and welfare and retirement plans.

Jonathan Nelson.As CEO of Omnicom Digital, Mr. Nelson oversees Omnicom’s digital strategy, one of our fastest growing capabilities. A veteran of Omnicom since 2002, last year Mr. Nelson continued to spearhead the integration of digital capabilities across Omnicom’s portfolio companies. He also successfully led the continued global development of our data, analytics and content management platforms, digital services, technical and data partnerships, and search and programmatic media capabilities. Mr. Nelson also takes a leading role in the recruitment of talent for our digital services and in mergers and acquisitions in the digital landscape. Mr. Nelson is widely recognized as an industry thought leader, appearing in print in The New York Times, USA Today, Forbes, Newsweek, and Ad Week and on television on CNN, CNBC, and MSNBC.

Michael J. O’Brien.Mr. O’Brien successfully led the Company’s worldwide legal team, managed legal services provided to the Company, and monitored the Company’s compliance with all applicable laws, rules and regulations around the world. He played a lead role in setting priorities and agendas for the Company’s Board of Directors and its committees, providing them with advice on corporate governance developments and best practices, as well as legal risks and requirements. He continued to oversee the implementation of several important corporate governance initiatives, including our comprehensive shareholder engagement efforts through which we have reached out to more than 60% of our shareholders in each of the past four years, with Mr. O’Brien directly engaging with shareholders. Mr. O’Brien was also instrumental to the implementation of initiatives to expand our Company’s diversity programs and increase diversity throughout the Company. He oversaw the Company’s corporate social responsibility efforts in the area of diversity and inclusion, as well as corporate governance and human capital management. Mr. O’Brien played a key role in (i) structuring, implementing and managing compensation and benefits programs; (ii) protecting the Company’s intellectual property; (iii) overseeing legal aspects of the Company’s acquisition and financing activities; and (iv) managing the governance of the Company’s many legal entities. In addition, Mr. O’Brien managed the Company’s litigation matters and developed effective litigation strategies.

Adjustments to Calculated Annual Cash Incentive AwardsAward

While the Compensation Committee recognizes the contribution of each NEO above,At management’s request, the Committee pursuant to Mr. Wren’s recommendation, agreeddecided that it was prudent to exercise negative discretion to reduce the amount of eachthe Annual Cash Incentive Award in orderpaid to Mr. Wren and to reallocate the funds to the general incentive compensation pool to be reallocateddisbursed to other employees.

Name		Total Incentive Award Earned			Adjustment				Total Final Incentive Award
John Wren		$	32,479,000		($	9,679,000	)		$	22,800,000
Philip Angelastro		$	9,184,000		($	2,284,000	)		$	6,900,000
Jonathan Nelson		$	4,721,000		($	621,000	)		$	4,100,000
Michael O’Brien		$	3,648,000		($	548,000	)		$	3,100,000

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STEP			Allocation between Cash/Equity Compensation Committee determines allocation of Incentive Award between cash and equity
7

Name		Total Final Incentive Award			Cash Portion			Dollar Value of Equity Portion
John Wren		$	22,800,000		$	12,500,000		$	10,300,000
Philip Angelastro		$	6,900,000		$	3,450,000		$	3,450,000
Jonathan Nelson		$	4,100,000		$	2,050,000		$	2,050,000
Michael O’Brien		$	3,100,000		$	1,550,000		$	1,550,000

The Incentive Award earned by each NEO, is payable at the election of the Compensation Committee in cash and/or equity-based awards. It is Omnicom’s philosophy that its NEOs should be rewarded based upon Omnicom’s financial performance as well as each executive’s contribution to advancing Omnicom’s business strategy and our long-term performance. The Committee believes that grants of equity awards serve to align the interests of the shareholders with those of the NEOs by incentivizing the NEOs toward the creation and preservation of long-term shareholder value. In addition, our equity award agreements contain restrictive covenants that are intended to protect our business in the event of an executive’s departure.

As shown above, a portionlight of Messrs. WrenAngelastro, Nelson and Angelastro’sO’Brien’s efforts in carrying out their responsibilities in 2021, the Committee and management agreed to adjust their Annual Cash Incentive Award was paid in cash and a portion was paid in PRSUs, which are eligible to vest in 2022 based on the future performance of the Company compared to our Peer Metric Group. A portion of the Incentive Award paid to each other NEO was paid in cash and a portion was paid in RSUs, which vest ratably over a five-year period. These equity awards are further described in the remaining steps.Awards as shown below.

Name		Total Annual Cash Incentive Award Earned			Adjustment			Total Final Annual Cash Incentive Award
John Wren		$	12,969,000		$	(2,109,000)		$	10,860,000
Philip Angelastro		$	4,104,000		$	396,000		$	4,500,000
Jonathan Nelson		$	2,463,000		$	37,000		$	2,500,000
Michael O’Brien		$	1,888,000		$	112,000		$	2,000,000

STEP 87			Allocate Portion ofLong-Term Incentive Award intoCompensation: Grant of Three-Year Performance Restricted Stock Unit Award That Is Eligible To Vest in 2022Awards for CEO/CFO For CEO/CFO, the Compensation Committee allocated a portiongranted in March 2021 an award of each Incentive Award into PRSUs that are subject to further performance conditions over a three-year period from 20192021 to 2021,2023 and isare eligible to vest in 20222024

The Compensation Committee typically grants restricted stock unit awards annually to a relatively broad group of key executives based upon the executive’s level of responsibility and judgment of the executive’s current and future contribution to Omnicom’s performance. In general, the Compensation Committee’s judgment is based on an analysis of the executive’s

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Name		Maximum Potential Value of 2022 PRSUs on the Grant Date			Number of 2022 PRSUs Awarded (Dollar Value Divided by Closing Price on Grant Date)
John Wren		$	10,300,000		136, 171
Philip Angelastro		$	3,450,000		45,611

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past contribution to the Company and also motivated by the need to retain the talented executives who are a critical component of Omnicom’s long-term success.

On March 24, 2021, the Compensation Committee awarded Omnicom’s CEO and CFO PRSUs designed to reward individual contributions to the Company’s performance metrics determinedas well as motivate future contributions and decisions aimed at increasing shareholder value over time. The PRSUs awarded to our CEO and CFO are subject to performance conditions over a threeyear period that fit within the numberCompensation Committee’s “pay for performance” philosophy by closely tying pay to long-term performance. These awards are presented below in both the Summary Compensation Table for 2021 on page 65 and the Grant of Plan-Based Awards Table on page 66.

The vesting of these PRSUs granted to Messrs. Wren and Angelastro, there is yet anotherdepends on the results of a performance test performed three years later with respect toafter the same award thatyear of the grant, which establishes the percentage of the award that the executive will ultimately realize. This subsequent test compares the Company’s return on equity for a three-year period (2019(2021 to 2021)2023) to that of our Peer Metric Group. The Compensation Committee believes return on equity provides a consistent and comprehensive measure to assess Omnicom’s relative performance. The Compensation Committee believes using return on equity as the single performance measure achieves clear and simple peer group comparison, and serves as a comprehensive means to evaluatecomprehensively evaluates various financial metrics. In addition, return on equity is a measure directly tied to the return to our common shareholders over the long term.

The maximum number of PRSUs that each NEO is eligible to receive under this award is equal to the dollar value of the portion of the 2018 Incentive Award paid in PRSUs, as set forth in the Summary Compensation Table below, divided by the closing price of our common stock on March 14, 2019, the date the PRSUs were awarded ($75.64).

PRSUs are designed to reward individual contributions to the Company’s performance as well as motivate future contributions and decisions aimed at increasing shareholder value over time. In 2022,2024, our average return on equity over calendar years 2019, 20202021, 2022 and 20212023 will be compared to the average return on equity for each member of the Peer Metric Group for the same three-year period and Omnicom’s rank amongst these competitors will be determined. The following chart shows (i) the percentage of the maximum number of PRSUs that Messrs. Wren and Angelastro will receive upon

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vesting in 2022 depending on Omnicom’s relative rank and (ii) the dollar value of those shares assuming the closing price of our common stock on March 14, 2019, the date the PRSUs were awarded ($75.64). The ultimate value received by the NEO will depend on the vesting of the awards and the value of our common stock.

Metrics for 2022 Vesting of PRSUs

Omnicom Rank vs. Peer Metric Group (ROE for 2019-2021)		Percentage of PRSUs Vesting			CEO: Number of Shares Received Based on Performance		CEO: Value at Grant Date of Shares Received Based on Performance			CFO: Number of Shares Received Based on Performance		CFO: Value at Grant Date of Shares Received Based on Performance
1-2		100	%		136,171		$	10,300,000		45,611		$	3,450,000
3		67	%		90,781		$	6,866,667		30,407		$	2,300,000
4		34	%		45,390		$	3,433,333		15,204		$	1,150,000

In the event Mr. Wren or Mr. Angelastro terminates employment on or prior to December 31, 2021, he will remain eligible to vest in one-third of the maximum number of PRSUs for each December 31st he is employed between March 14, 2019 and December 31, 2021 and such shares will be distributed in 2022 based on Omnicom’s relative return on equity performance. Dividend equivalents will be reserved on the maximum number of PRSUs to which the executive is entitled at such times as dividends are paid to shareholders of Omnicom. At the time the PRSUs vest, the dividend equivalent payments that have accumulated will be paid in cash. Vesting of the PRSUs and distribution of shares underlying the PRSUs will be accelerated in the event of death or termination due to disability. In addition, if the PRSUs are not assumed or substituted by an acquirer in a change in control, then they will become fully vested and non-forfeitable.

Messrs. Wren and Angelastro are required to retain a certain amount of Company’sOmnicom’s equity/stock as described in “Executive Compensation Related Practices, Policies and Guidelines – Executive Stock Ownership Guidelines.”

STEP 98			Allocate PortionLong-Term Incentive Compensation: Grant of Incentive Award into an Award ofTime-Based Restricted Stock Units to Other NEOs For Messrs. Nelson, O’Brien and O’Brien,Simm, the Compensation Committee allocated a portiongranted in the second quarter of each Incentive Award into2021 an award of RSUs that vest ratably over a five-year periodperiod.
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		Maximum Potential Value of RSUs on the Grant Date (vest ratably from 2019-2023)			Number of RSUs Awarded (Dollar Value Divided by Closing Price on Grant Date)
Jonathan Nelson		$	2,050,000		27,100
Michael O’Brien		$	1,550,000		20,490

The Compensation Committee paid a portion of the Incentive Award for performance in 2018 in RSUs for Messrs. Nelson and O’Brien. The maximum numbertypically grants an award of RSUs to our NEOs, other than our CEO and CFO, that each is eligible to receive under this award is equal to the dollar value of the portion of the 2018 Incentive Award paid in RSUs divided by the closing price of our common stock on March 14, 2019, the date the RSUs were awarded ($75.64).

vest over a five-year period. The Compensation Committee believes that service-based vesting of the RSUs is an important motivator to reward continued performance. One-fifth of eachMessrs. Nelson and O’Brien received an award of RSUs on May 3, 2021 and Mr. Simm received an award of RSUs on June 30, 2021. Information related to these awards is presented below in the Summary Compensation Table for 2021 on page 65 and the Grant of Plan-Based Awards Table on page 66. Each award of RSUs will be eligible to vest on each of the firstratably over five anniversaries of the grant dateyears and each RSU represents the right to receive one share of our common stock upon vesting. Vesting

Mr. Simm is required to retain a certain amount of the RSUsOmnicom’s equity/stock as described in “Executive Compensation Related Practices, Policies and distribution of shares underlying the RSUs will be accelerated in the event of death or termination due to disability.In addition, if the RSUs are not assumed or substituted by an acquirer in a change in control, then they will become fully vested and non-forfeitable.

Additionally, in 2019, the vesting schedule of certain awards of RSUs granted in prior years to Messrs. Nelson and O’Brien was extended so that the vesting dates of the awards would avoid regularly scheduled blackout periods.Guidelines – Executive Stock Ownership Guidelines.”

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OTHER EXECUTIVE COMPENSATION ARRANGEMENTS

OTHER EXECUTIVE COMPENSATION ARRANGEMENTS

SERCR Plan and Executive Salary Continuation Plan Agreements.Omnicom has entered into Award Agreements with Messrs. Wren, Angelastro and AngelastroSimm pursuant to the Senior Executive Restrictive Covenant and Retention Plan, which was adopted in December 2006 (the “SERCR Plan”) and an Executive Salary Continuation Plan AgreementsAgreement with Messrs. Hewitt andMr. Nelson. These arrangements are discussed in greater detail in the section below entitled “Potential Payments Upon Termination of Employment or Change in Control.”

Participation in the SERCR Plan was determined to be offered by the Compensation Committee based on the value of the benefit provided to Omnicom through the restrictive covenants contained in the SERCR Plan, as a retention mechanism to seek to secure the services of the participants by providing post-employment benefits, subject to a minimum period of employment and based on the Compensation Committee’s analysis of the future financial impact of various termination payout scenarios on each of these recipients and on Omnicom. In making the decision to extend these benefits, the Compensation Committee relied on the advice of its independent compensation consultant, FW Cook, & Co., that the program is representative of market practice, both in terms of design and cost.

Amounts payable to each of Messrs. Hewitt andMr. Nelson under his Executive Salary Continuation Plan Agreement are based on past company practice and are in consideration for the covenants to consult and not to compete during the service period of the agreement. The Compensation Committee believes that these benefits are essential in helping Omnicom fulfillfulfil its objectives of attracting and retaining key executive talent.

Deferred Restricted Stock and Restricted Stock Unit Plans.Each of our NEOs was previously eligible to defer, at his or her election, some or all of the shares of restricted stock and restricted stock units that otherwise would have vested in a given year. No NEO made such an election in 2018.2021. Balance and payment information with respect to prior elections is reflected in the Nonqualified Deferred Compensation Table in 20182021 on page 62 below.68. Omnicom pays participants an amount equal to the cash dividends that would have been paid on the shares or units in the absence of a deferral election, subject to the participant’s employment with Omnicom on the record date of such dividends.

Retirement Savings Plan.Omnicom sponsors the Omnicom Group Retirement Savings Plan, which is a tax-qualified defined contribution plan. All employeesEmployees who meet the Plan’s eligibility requirements may elect to participate in the 401(k) feature of the Plan and may also receive a discretionary company profit sharing contribution and/or a discretionary company matching contribution after the end of the Plan year based on the Plan’s provisions.

Insurance.In 2018,2021, Omnicom paid employer premiums for life insurance for Messrs. Wren Hewitt and O’Brien.O’Brien and OMG paid employer premiums for life insurance for Mr. Simm.

Other perquisites.We procure aircraft usage from an unrelated third-party vendor. In some instances, Omnicom makes available to the NEOs personal use of corporate aircraft hours. The dollar amount reported in the Summary Compensation Table for personal use of aircraft hours reflects the aggregate incremental cost to Omnicom, based on payments we make which are equal to the vendor’s hourly charge for such use and landing fees, minus the amount Omnicom is reimbursed by the executive for his or her use on the aircraft. Each executive reimburses Omnicom for at least the amount calculated based on the Standard Industry Fare Level (SIFL) tables prescribed under IRS regulations promptly after the cost of the flight is incurred. Additional perquisites and benefits are set forth in the notes to the Summary Compensation Table for 20182021 on page 59.65.

Separation AgreementEmployment Agreement. In July 2021, Omnicom Management Inc. entered into an employment agreement with Mr. Hewitt.On October 12, Omnicom announced that Dennis Hewitt notified itWren pursuant to which he will continue to serve as the Chairman and Chief Executive Officer of the Company. The initial term of Mr. Wren's employment agreement is through December 31, 2024 and is subject to annual automatic renewal for successive one-year terms unless either party provides timely written notice of an intent not to renew. Except for termination at the end of the then-current term, Mr. Wren's employment agreement may only be earlier terminated by the Company for "cause" (as defined in the SERCR Plan), due to Mr. Wren's death or pursuant to Mr. Wren's resignation for any reason. Otherwise, the Board has the ability to relieve Mr. Wren of his intentduties and responsibilities for the remainder of the term while placing him on a paid leave-of-absence. Additionally, if Mr. Wren steps down as the Chief Executive Officer of the Company, he will continue to retire, effective December 31, 2018. In connectionserve as Executive Chairman while he is a member of the Board. Mr. Wren's employment agreement also provides that with his retirement, Omnicomrespect to any PRSU award agreement entered into a Separation Agreement and General Release, filedwith Mr. Wren, in the event that he no longer serves as Exhibit 10.1 toChief Executive Officer of the Form 8-K filed withCompany, then the SEC"Average Return on October 12, 2018. Pursuant to thisEquity" for purposes of the PRSU award agreement Omnicom agreed to paywill be calculated based on one or more full calendar years of service while Mr. Hewitt a cash payment of $1,250,000, less all applicable withholdings, payroll taxes and deductions, payable in a lump sum within 5 business days of July 1, 2019.Wren served as Chief Executive Officer. 

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EXECUTIVE COMPENSATION RELATED PRACTICES, POLICIES AND GUIDELINES

EXECUTIVE COMPENSATION RELATED PRACTICES, POLICIES AND GUIDELINES

Role of the Independent Compensation Consultant.Because of the competitive nature of our business, the loss of key executives to competitors is a significant risk and Omnicom’s paramount concern is to attract and retain the highest-caliber executive team to ensure that Omnicom is managed in the most effective possible manner. The Compensation Committee directly retains the services of FW Cook, & Co., an independent third-party compensation consulting firm, for input on a range of external market factors, including evolving compensation trends, and market-standard compensation levels and elements. FW Cook & Co. reports directly and exclusively to the Compensation Committee. FW Cook & Co. only provides compensation consulting services to the Compensation Committee, and works with Omnicom’s management only on matters for which the Compensation Committee is responsible. Moreover, FW Cook & Co. does not perform any other services for, or receive any other fees from, the Company or any of its subsidiaries other than in connection with its work for the Compensation Committee. FW Cook & Co. stated that it holds no Omnicom stock and the Compensation Committee believes the services FW Cook & Co. provides for the Company do not raise any conflicts of interest.

Market-Competitive Compensation.The Compensation Committee periodically consults with FW Cook & Co. to obtain general observations on the Company’s compensation programs from which the Compensation Committee determines the target range of total compensation for executives. Though FW Cook & Co. provides general observations on the Company’s compensation programs, it does not determine or recommend specific amounts or forms of compensation for the NEOs. Although the data provided by FW Cook & Co. influenced the Compensation Committee’s review and analysis, such data did not have a material impact on the Compensation Committee’s determination of the levels and elements of our executive compensation. The peer group the Compensation Committee reviewed consisted of companies of comparable size and operational complexity. The group which was unchanged from last year, which was comprised of the following companies:companies for 2021:

■	Accenture plc	■	DXC Technology Company	■	Thomson Reuters Corporation
■	Automatic Data Processing, ■CBS ■Cognizant Technology Solutions Inc.	■DISH Network ■DXC Technology Company ■	Interpublic Group of Companies	■	ViacomCBS
■	Cognizant Technology Solutions Corporation	■	Nielson Holdings plc	■Thomson Reuters ■Time Warner Inc. ■Viacom ■	WPP plc
■	DISH Network Corporation

Accounting and Tax Considerations

IRC SECTION 162(m)

Prior to the passage of the Tax Act, Section 162(m) of the Internal Revenue Code (the “Code”) generally limited to $1 million the U.S. federal income tax deductibility of compensation paid in one year to a corporation’s Chief Executive Officerchief executive officer and certain other executive officers. Compensation that qualified as “performance-based” under Section 162(m) of the Code was exempt from this $1 million limitation. As part of the Tax Act, the ability to rely on this “qualified performance-based compensation” exception was eliminated, and the limitation on deductibility was generally expanded to include all NEOs. Although the Compensation Committee historically structured our compensation arrangements in a manner intended to qualify for this exception, subject to certain transition relief rules, we may no longer take a deduction for any compensation paid to our covered employees in excess of $1 million. The Compensation Committee believes that the tax deduction is only one of several relevant considerations in setting compensation and shareholder interests are best served by not restricting the Compensation Committee’s discretion and flexibility in structuring compensation programs, even though such programs may result in non-deductible compensation expenses. Accordingly, the Compensation Committee has approved compensation amounts for our executive officers that were not fully deductible because of Section 162(m) of the Code and, in light of the repeal of the performance-based compensation exception to Section 162(m), expects in the future to approve compensation that is not deductible for federal income tax purposes in order to achieve the desired flexibility in the design and delivery of compensation.

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ACCOUNTING FOR SHARE-BASED COMPENSATION

Omnicom accounts for share-based compensation including its RSUs in accordance with Financial Accounting Standards Board Accounting Standards CodificationASC Topic 718, (“ASC Topic 718”), Compensation — Stock Compensation.

Risk Assessment in Compensation Programs

We have assessed the Company’s compensation programs and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. FW Cook & Co. was previously retained by the Compensation Committee to assist Omnicom’s management in reviewing our executive and broad-based compensation and benefits programs on a worldwide basis to determine if the programs’ provisions and operations are likely to create undesired or unintentional risk of a material nature. This risk assessment process included a review of program policies and practices; analysis to identify risk and risk control related to the programs; and determinations as to the sufficiency of risk identification, and the balance of potential risk to potential reward. Although we reviewed all compensation programs, we focused on the programs with variability of payout, with the ability of a participant to affect directly payout and the controls on participant action and payout.

Based on the foregoing and the fact that, since FW Cook & Co. assisted the Company in its review, we believe no subsequent change in the Company’s compensation programs createshas created risks reasonably likely to have a material adverse effect on the Company, we believe that our compensation policies and practices do not create inappropriate or unintended significant risk to the Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls and our risk management practices; and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Policies

The following table briefly summarizes the policies and guidelines Omnicom has adopted over the years to strengthen our pay practices, each of which is discussed in detail below:

Policy/Guidelines		Summary
Executive Stock Ownership Guidelines		The guidelines that require our Chairman and Chief Executive Officer, President and Chief Financial Officer to hold shares of Omnicom common stock with a value equal to the specified multiples of base salary indicated below.
Compensation Forfeiture/Clawback Policy		Policy provides that in the event a material restatement of our financial statements is caused by a fraudulent or intentionally illegal act of one of our officers, a committee of non-management members of our Board (the “Clawback Committee”) may recover a portion of the annual performance-based cash bonus paid and any performance-based equity awards granted to such officer with respect to the period covered by the restatement.
Equity Compensation Policy		Policy regarding the grant of equity awards covering topics such as approval requirements, grant date and establishing exercise price.
Policy Regarding Death Benefits		Policy provides that shareholder approval is required for any future compensation arrangements, with certain exceptions, that would require the Company to make payments or awards following the death of an NEO in the form of unearned salary or bonuses, accelerated vesting or the continuationincontinuation in force of unvested equity grants, awards of ungranted equity or perquisites.
Policy Statement Regarding Hedging		Policy statement regarding hedging, which provides, in general, that no director, NEO or network CEO may purchase any financial instrument designed to hedge or offset any decrease in the market value of equity securities of the Company.
Policy Statement Prohibiting Pledging and Margin Transactions		Policy statement regarding pledging and margin transactions, which provides, in general that no director or executive officer may engage in margin transactions with Omnicom equity securities, borrow against any account in which Omnicom equity securities are held, or pledge Omnicom equity securities as collateral for a loan.

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Executive Stock Ownership Guidelines.We have adopted Executive Stock Ownership Guidelines that require our Chairman and Chief Executive Officer, President and Chief Financial Officer to hold shares of Omnicom common stock with a value equal to the specified multiples of base salary indicated below. These guidelines ensure that they build and maintain a long-term ownership stake in Omnicom’s stock that will align their financial interests with the interests of the Company’s shareholders. The applicable guidelines for Messrs. Wren, Angelastro and AngelastroSimm are as follows:

Position of Executive Officer		Ownership Target
Chairman and Chief Executive Officer of Omnicom				6 xAnnual Base Salary
President of Omnicom				6 x Annual Base Salary
Chief Financial Officer of Omnicom				3 xAnnual Base Salary

The guidelines were adopted in the first quarter of 2010 and the executives have five years from the date of the adoption of the guidelines or from the date of their appointment to attain the ownership levels. For purposes of the guidelines, the value of an executive’s stock ownership includes all shares of the Company’s common stock owned by the executive outright (inclusive of unvested equity awards such as restricted shares or units and PRSUs) or held in trust for the executive and his or her immediate family, plus the executive’s vested deferred stock and allocated shares of the Company’s common stock in employee plans. As of December 31, 2018, both2021, each of Messrs. Wren, Angelastro and Angelastro wereSimm was in compliance with the guidelines.

Compensation Forfeiture/Clawback Policy.Our Board has adopted an Executive Compensation Clawback Policy covering compensation paid with respect to any period beginning on or after January 1, 2010, to certain of our officers, including our NEOs. Under this policy, in the event a material restatement of our financial statements is caused by a fraudulent or intentionally illegal act of one of our officers, the non-management members of the Clawback Committee will review the annual performance-based cash bonus paid and any performance-based equity awards granted to such officer with respect to the period covered by the restatement. If the Clawback Committee determines that the amount of such awards would have been lower had they been determined based on such restated financial statements, it may seek to recover the after-tax portion of the difference, including, with respect to equity awards, any gain realized on the sale of any such shares.

Equity Compensation Policy.Omnicom has adopted a policy regarding grants of equity awards, which provides, among other things, that grants of equity awards to non-employee members of the Board shall be approved by the full Board and any other grants must be approved by the Compensation Committee. With limited exception, the grant date of any equity award will be the date of the Board or Committee meeting at which the award is approved and the exercise price, if applicable, will be no less than the closing price of Omnicom’s common stock on such date.

Policy Regarding Death Benefits.On February 10, 2011, Omnicom’sour Board of Directors adopted a policy regarding death benefits, which provides, among other things, that shareholder approval is required for any future compensation arrangements that would require the Company to make payments, grants or awards following the death of a NEO in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, awards of ungranted equity or perquisites. The policy would not apply to payments, grants or awards of the sort offered to other Company employees and does not apply to arrangements existing at the time the policy was adopted.

Policy Statement Regarding Hedging.In February 2013, Omnicom’sour Board of Directors adopted a policy statement regarding hedging, which provides that no director, NEO or network chief executive officer may purchase any security whose value derives from an Omnicom equity security (including any prepaid variable forward contracts, equity swaps, collars or direct or indirect interests in any exchange fund with 10% or greater exposure to Omnicom) or any similar financial instrument that is designed to hedge or offset any decrease in the market value of Omnicom equity securities.

Policy Statement Regarding Pledging and Margin Transactions. In October, 2019, our Board adopted a policy statement regarding pledging and margin transactions. The policy provides that no director or executive officer may purchase an Omnicom equity security on margin or hold Omnicom equity securities in a margin account. In addition, the policy prohibits directors and executive officers from borrowing against any account in which Omnicom equity securities are held, or pledging Omnicom equity securities as collateral for a margin loan or any other loan. The policy does not prohibit the cashless exercise of stock options under our 2021 Plan. Any transaction that may violate this policy must be pre-cleared with Omnicom’s General Counsel.

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Summary Compensation Table for 20182021

										Non-Equity Incentive Plan Compensation ($)(1)
										Incentive Award
													Max. Potential Value of Long-Term Equity Portion at Grant Date						All Other Compensation ($)(4)
Name and Principal Position of Executive		Year		Salary ($)			Bonus ($)			Cash Portion			PRSUs(2)			RSUs(3)						Total ($)
John D. Wren Chairman and Chief Executive Officer		2018		$	1,000,000			—		$	12,500,000		$	10,300,000			—		$	145,128		$	23,945,128
		2017		$	1,000,000			—		$	12,540,000		$	10,260,000			—		$	159,325		$	23,959,325
		2016		$	1,000,000			—		$	13,640,000		$	11,160,000			—		$	179,039		$	25,979,039
Philip J. Angelastro Executive VP and Chief Financial Officer		2018		$	850,000			—		$	3,450,000		$	3,450,000			—		$	15,450		$	7,765,450
		2017		$	850,000			—		$	3,200,000		$	3,200,000			—		$	15,300		$	7,265,300
		2016		$	850,000		$	1,130,000		$	2,470,000		$	3,600,000			—		$	15,150		$	8,065,150
Dennis E. Hewitt Former Treasurer		2018		$	395,000			—			—			—			—		$	1,290,078		$	1,685,078
		2017		$	395,000			—		$	450,000			—		$	450,000		$	33,545		$	1,328,545
		2016		$	395,000			—		$	450,000			—		$	450,000		$	32,138		$	1,327,138
Jonathan B. Nelson Chief Executive Officer, Omnicom Digital		2018		$	850,000			—		$	2,050,000			—		$	2,050,000		$	8,250		$	4,958,250
		2017		$	850,000			—		$	1,870,000			—		$	1,870,000		$	8,100		$	4,598,100
		2016		$	850,000			—		$	2,000,000			—		$	1,470,000		$	7,950		$	4,327,950
Michael J. O’Brien Senior VP, General Counsel and Secretary		2018		$	700,000			—		$	1,550,000			—		$	1,550,000		$	17,295		$	3,817,295
		2017		$	700,000			—		$	1,330,000			—		$	1,330,000		$	11,774		$	3,371,774
		2016		$	700,000			—		$	1,431,000			—		$	1,431,000		$	11,291		$	3,573,291

														Non-Equity Incentive Plan Compensation ($)(1)
														Incentive Award
Name and Principal						Salary				Stock Awards				Cash				Max. Potential Value of Long-Term Equity Portion at Grant Date								All Other Compensation				Total
Position of Executive		Year				($)				($)				Portion				PRSUs				RSUs				($)(2)				($)
John D. Wren Chairman and Chief Executive Officer			2021			$	1,000,000			$	8,075,014	(4)		$	10,860,000				—				—			$	46,701			$	19,981,715
			2020			$	450,000				—			$	10,625,000				—				—			$	72,799			$	11,147,799
			2019			$	1,000,000				—			$	10,625,000			$	8,075,000				—			$	118,780			$	19,818,780
Philip J. Angelastro Executive VP and Chief Financial Officer			2021			$	850,000			$	4,350,061	(4)		$	4,500,000				—				—			$	15,900			$	9,715,961
			2020			$	687,098				—			$	3,350,000								—			$	15,450			$	4,052,548
			2019			$	850,000				—			$	3,350,000			$	3,350,000				—			$	15,600			$	7,565,600
Jonathan B. Nelson Chief Executive Officer, Omnicom Digital			2021			$	850,000			$	2,599,871	(5)		$	2,500,000				—				—			$	8,700			$	5,958,571
			2020			$	779,167				—			$	2,050,000				—				—			$	8,550			$	2,837,717
			2019			$	850,000				—			$	2,050,000				—			$	2,450,000			$	13,400			$	5,363,400
Michael J. O’Brien Executive VP, General Counsel and Secretary			2021			$	700,000			$	2,035,208	(5)		$	2,000,000				—				—			$	14,637			$	4,749,845
			2020			$	641,667				—			$	1,550,000				—				—			$	13,761			$	2,205,428
			2019			$	700,000				—			$	1,550,000				—			$	1,850,000			$	12,972			$	4,112,972
Daryl D. Simm President and Chief Operating Officer			2021			$	975,000	(3)		$	3,000,025	(5)		$	4,750,000	(6)			—				—			$	28,755			$	8,753,780

(1)	All amounts reported are amounts paid or payable pursuant to Omnicom’s Senior Management Incentive Award Plan.
(2)	The PRSU portion of the Incentive Award reported above is equal to the dollar value of the portion of the award that the Compensation Committee, as permitted under the Incentive Award Plan, elected to pay in PRSUs. While initial performance metrics determined the number of PRSUs granted to Messrs. Wren and Angelastro, there is yet another performance test performed three years later with respect to the same award that establishes the percentage of the award that the executive will ultimately realize. As further described above in the section entitled “Compensation Discussion and Analysis,” this subsequent test compares the Company’s return on equity for a three-year period (2019 to 2021) to that of our Peer Metric Group. The amount reported represents the maximum amount that may be paid with respect to the PRSUs, determined using the value of the underlying common stock on the date of the award. The ultimate value received by the NEO will depend on the number of PRSUs that ultimately vest and the value of the underlying common stock on the date of vesting.
(3)	The RSU portion of the Incentive Award reported above is equal to the dollar value of the portion of the award that the Compensation Committee, as permitted under this Incentive Award Plan, elected to pay in RSUs. As further described above in the section entitled “Compensation Discussion and Analysis,” the RSUs vest ratably over a five-year period. The amount reported represents the maximum amount that may be paid with respect to the RSUs, determined using the value of the underlying common stock on the date of the award. The ultimate value received by the NEO will depend on the number of RSUs that ultimately vest and the value of the underlying common stock on the date of vesting.
(4)	All Other Compensation consists of each of the following:

	■With respect to Mr. Hewitt, this amount includes a $1,250,000 payment to be made pursuant to the Separation Agreement described in the section entitled “Compensation Discussion and Analysis” above on page 44. ■	With respect to each NEO, All Other Compensation includes perquisites and other personal benefits, which are valued based on the aggregate incremental cost to Omnicom.
	■	■The total perquisites and other personal benefits include: for Mr. Wren, personal use of aircraft hours ($114,830)12,103), an auto allowance ($9,120) and a medical allowance ($4,000); for Mr. Angelastro, an auto allowance ($7,200); and for Mr. Hewitt,Simm, personal use of aircraft hours ($14,695) and an auto allowance ($7,200), an award pursuant to Company policy for long-term service ($5,000) and a medical allowance ($4,000); and for Mr. O’Brien, an award pursuant to Company policy for long-term service ($5,000)8,740).
	■	Employer contributions to one or more retirement savings plans: for Mr. Wren ($8,250)8,700), Mr. Angelastro ($8,250), Mr. Hewitt ($8,250)8,700), Mr. Nelson ($8,250)8,700) and Mr. O’Brien ($8,250)8,700).
	■	■Employer premium payments for life insurance: for Mr. Wren ($8,928)12,778), Mr. Hewitt ($15,628) and Mr. O’Brien ($4,045)5,937) and Mr. Simm ($5,320).

(3)	Mr. Simm became an executive officer effective November 1, 2021; therefore Mr. Wren determined his base salary for 2021.
(4)	Represents the grant date fair value of a one-time award of performance restricted stock units, the vesting of which is subject to the attainment of relative return on equity goals for a three-year period (2021 to 2023) compared to that of our Peer Metric Group, and subject further to continued employment. See the section entitled “Compensation Discussion and Analysis,” for further details. This amount has been computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. The ultimate value received by the NEO will depend on the number of PRSUs that are ultimately earned and vest and the share price of the underlying common stock on the date of vesting.
(5)	Represents the grant date fair value of a one-time award of restricted stock units that vest pro-rata over five years, subject generally to continued employment. This amount has been computed in accordance with ASC Topic 718. For a discussion of the assumptions used to calculate the fair value of stock awards, refer to Notes 2 and 10 to the consolidated financial statements contained in our 2021 10-K.
(5)	Mr. Simm became an executive officer effective November 1, 2021. The Compensation Committee determined, on the recommendation of our CEO, Mr. Simm’s incentive award based on an assessment of his individual contributions to advancing OMG’s business strategy and longterm performance, OMG’s 2021 financial results, and the overall financial performance of Omnicom Group.

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Grants of Plan-Based Awards in 20182021

The below table provides information about equity and non-equity awards granted to the NEOs with respect to 2018.2021.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)													Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)												Estimated Future Payouts Under Equity Incentive Plan Awards(2)												All Other Stock Awards: Number of Shares of Stock				Grant Date Fair Value of Stock and
Name of Executive		Threshold ($)			Target ($)			Maximum ($)			Grant Date				Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)				Or Units (#)				Option Awards ($)(2)
John Wren		$	0		$	18,920,000		$	37,840,000			03/24/2021			$	0			$	7,900,000			$	15,800,000				35,942				71,883				107,825				0			$	8,075,014
Philip Angelastro		$	0		$	5,350,000		$	10,700,000			03/24/2021			$	0			$	2,500,000			$	5,000,000				19,362				38,724				58,086				0			$	4,350,061
Dennis Hewitt			—			—			—
Jonathan Nelson		$	0		$	2,750,000		$	5,500,000			05/03/2021			$	0			$	1,500,000			$	3,000,000				0				0				0				31,125			$	2,599,871
Michael O’Brien		$	0		$	2,125,000		$	4,250,000			05/03/2021			$	0			$	1,150,000			$	2,300,000				0				0				0				24,365			$	2,035,208
Daryl Simm												06/30/2021				—				—				—				0				0				0				37,505			$	3,000,025

(1)

These columns show the potential value of the payout for each NEO under our Senior Management Incentive Award Plan at threshold, target and maximum levels. The potential payouts were performance-driven and therefore entirely at risk. The business measurements and performance criteria for determining the payout are described in the section entitled “Compensation Discussion and Analysis” on page 44.50. Awards paid or payable for performance in 2018, which include both a short-term cash component and a long-term equity component that is also contingent upon future performance,2021 are reflected in the Summary Compensation Table for 20182021 on page 59. 65.

(2)

The reported dollar value of the PRSUs granted to Messrs. Wren and Angelastro was calculated by multiplying the maximum number of shares subject to the award by the closing price on the grant date ($74.89). The PRSUs vest based on performance as described in greater detail on pages 59 and 60. The reported dollar value of the RSUs granted to Messrs. Nelson, O’ Brien and Simm was calculated by multiplying the number of shares subject to the award by the closing price on the grant date ($83.53 for Messrs. Nelson and O’Brien and $79.99 for Mr. Simm). The RSUs vest ratably over a five-year period.

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Outstanding Equity Awards at 20182021 Year-End

The following table provides information on the holdings of stock options and unvested stock awards by the NEOs as of December 31, 2018.2021. For additional information about the options awards and stock awards, see the description of equity incentive compensation in the section entitled “Compensation Discussion and Analysis” on page 44.50.

		StockAwards										Stock Awards
Name of Executive		Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(2)			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2)			Number of Shares or Units of Stock That Have Not Vested (#)(1)				Market Value of Shares or Units of Stock That Have Not Vested ($)(2)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2)
John Wren		—			—		391,673		$	28,686,131			—				—				375,597			$	27,519,992
Philip Angelastro		—			—		118,171		$	8,654,844			—				—				158,293			$	11,598,128
Dennis Hewitt		—			—		—			—
Jonathan Nelson		51,003		$	3,735,460		—			—			92,936			$	6,809,421				—				—
Michael O’Brien		45,744		$	3,350,291		—			—			71,364			$	5,228,840				—				—
Daryl Simm													114,847			$	8,414,840				—				—

(1)	The vesting dates of stock awards disclosed in this column are as follows:

	■	Mr. Nelson: 2,008 RSUs3,461 restricted stock units are scheduled to vest on MayMarch 15, 2019. 2,009 RSUs2022. 5,073 restricted stock units are scheduled to vest on Mayeach of August 15, 2020. 2,592 RSUs2022 and 2023. 5,420 restricted stock units are scheduled to vest on each of May 15 20192022, 2023 and 2020. 2,593 RSUs are scheduled to vest on May 15, 2021. 3,461 RSUs2024. 7,986 restricted stock units are scheduled to vest on each of May 15, 2022, 2023, 2024 and 2025. 6,225 restricted stock units are scheduled to vest on each of May 15, 2022, 2023, 2024, 2025 and 2026.
	■	Mr. O’Brien: 3,369 restricted stock units are scheduled to vest on March 15, 2019, 2020, 2021 and 2022. 5,073 RSUs3,608 restricted stock units are scheduled to vest on each of August 15, 2019, 2020, 2021, 2022 and 2023.

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■	Mr. O’Brien: 2,703 RSUs are scheduled to vest on May 15, 2019. 2,704 RSUs are scheduled to vest on May 15, 2020. 2,940 RSUs 4,098 restricted stock units are scheduled to vest on each of May 15, 2018, 20192022, 2023 and 2020. 2,941 RSUs are scheduled to vest on May 15, 2021. 3,369 RSUs2024. 6,030 restricted stock units are scheduled to vest on each of MarchMay 15, 2019, 2020, 20212022, 2023, 2024 and 2022. 3,608 RSUs2025. 4,873 restricted stock units are scheduled to vest on each of AugustMay 15, 2019, 2020, 2021,2022, 2023, 2024, 2025 and 2026.
	■	Mr. Simm: 5,428 restricted stock units are scheduled to vest on July 1, 2022. 5,900 restricted stock units are scheduled to vest on each of July 1, 2022 and 2023. 5,386 restricted stock units are scheduled to vest on each of July 1, 2022, 2023 and 2024. 10,989 restricted stock units are scheduled to vest on each of July 1, 2022, 2023, 2024 and 2025. 7,501 restricted stock units are scheduled to vest on each of July 15, 2022, 2023, 2024, 2025 and 2026.

(2)

The market value of stock awards was determined by multiplying the number of unvested shares by $73.24,$73.27, the closing price of Omnicom common stock on December 31, 2018. 2021.

(3)

The PRSUs are eligible to vest at the times indicated below. The actual number of PRSUs that will vest depends on our relative average return on equity for the applicable three-year periods ending December 31, 2018,2021, December 31, 2019,2022, and December 31, 2020,2023, compared to a pre-established peer group. For purposes of the table, we have assumed that the maximum level of performance will be achieved for each award.

	■	Mr. Wren: 121,111 PRSUsA maximum of 136,171 performance restricted stock units are eligiblescheduled to vest in calendar year 2019. 131,387 PRSUs2022. A maximum of 131,601 performance restricted stock units are eligiblescheduled to vest in calendar year 2020. 139,175 PRSUs2023. A maximum of 107,825 performance restricted stock units are eligiblescheduled to vest in calendar year 2021.2024.
	■	Mr. Angelastro: 32,381 PRSUsA maximum of 45,611 performance restricted stock units are eligiblescheduled to vest in calendar year 2019. 42,383 PRSUs2022. A maximum of 54,596 performance restricted stock units are eligiblescheduled to vest in calendar year 2020. 43,407 PRSUs2023. A maximum of 58,086 performance restricted stock units are eligiblescheduled to vest in calendar year 2021.2024.

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Option Exercises and Stock Vested in 20182021

The following table provides information for the NEOs on (a) stock option exercises during 2018, including the number of shares acquired upon exercise and the value realized, and (b) the number of shares acquired upon the vesting of stock awards in the form of restricted stock, RSUs or PRSUs and the value realized, each before payment of any applicable withholding tax and broker commissions. No stock options were exercised by any of the NEOs during 2021.

		OptionAward					StockAwards										Stock Awards
Name of Executive		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)			Number of Shares Acquired on PRSU Vesting (#)		Value Realized on PRSU Vesting ($)(1)			Number of Shares Acquired on RS/RSU Vesting (#)		Value Realized on RS/RSU Vesting ($)(1)			Number of Shares Acquired on PRSU Vesting (#)				Value Realized on PRSU Vesting ($)(1)				Number of Shares Acquired on RS/RSU Vesting (#)				Value Realized on RS/RSU Vesting ($)(1)
John Wren		—			—		132,660		$	9,987,971		—			—			139,175			$	11,305,185				—				—
Philip Angelastro		350,000		$	18,326,000		28,965		$	2,180,775		—			—			43,407			$	3,525,951				—				—
Dennis Hewitt		—			—		—			—		3,363		$	246,636
Jonathan Nelson		—			—		—			—		10,729		$	799,837			—				—				24,533			$	1,986,234
Michael O’Brien		—			—		—			—		9,013		$	662,182			—				—				20,046			$	1,623,582
Daryl Simm																		—				—				33,839			$	2,698,660

(1)	The reported dollar values are calculated by multiplying the number of shares subject to vesting by the closing price of Omnicom common stock on the vesting date.

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Nonqualified Deferred Compensation in 20182021

Certain of Omnicom’s employees were, in prior years, eligible to defer some or all of the shares of their restricted stock and RSUs that may vest in a given year. For additional information about the deferral plans pursuant to which these elections were made, see the description of deferred compensation on page 61 in the section entitled “Compensation Discussion and Analysis” on page 44.Analysis.”

The table below provides information on the non-qualified deferred compensation of the NEOs in 2018,2021, which consisted only of the deferral of shares of restricted stock or RSUs under Omnicom’s Restricted Stock and Restricted Stock Unit Deferred Compensation Plans.

Name of Executive		Executive Contributions in Last FY ($)		Aggregate Earnings in Last FY ($)(1)			Aggregate Withdrawals/ Distribution in Last FY ($)		Aggregate Balance at Last FYE ($)			Executive Contributions in Last FY ($)				Aggregate Earnings in Last FY ($)(1)				Aggregate Withdrawals Distribution in Last FY ($)				Aggregate Balance at Last FYE ($)
John Wren		—		$	55,756		—		$	9,959,908			—			$	1,482,291				—			$	9,963,987
Philip Angelastro		—			—		—			—			—				—				—				—
Dennis Hewitt		—			—		—			—
Jonathan Nelson		—			—		—			—			—				—				—				—
Michael O’Brien		—			—		—			—			—				—				—				—
Daryl Simm													—				—				—				—

(1)

Reflects earnings or (losses) on deferred shares. Earnings on deferred shares are calculated based on the total number of deferred shares in the account as of December 31, 20182021 multiplied by the Omnicom closing stock price as of December 31, 2018,2021, less the total number of such deferred shares multiplied by the Omnicom closing stock price as of December 29, 2017,31, 2020, the last trading day of the 20172020 fiscal year.

Potential Payments upon Termination of Employment or Change in Control

The NEOs may be entitled to payments upon termination of employment or in connection with a change in control of Omnicom. The table below sets forth the potential payments that each NEO may receive upon termination of employment or change in control of Omnicom under various scenarios as of December 31, 2018. Mr. Hewitt retired from Omnicom effective December 31, 2018 and will receive a severance payment of $1,250,000 pursuant to the Separation Agreement discussed above in our “Compensation Discussion and Analysis.”2021. Except for Mr. Hewitt’s Separation Agreement and the arrangements described below, none of the NEOs have entered into any plans, arrangements or agreements with Omnicom providing for payments upon termination of employment or change in control of Omnicom, other than payments generally available to all salaried employees that do not discriminate in scope, terms or operation in favor of the executive officers of Omnicom.

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THE SERCR PLAN

Omnicom adopted the SERCR Plan in 2006, and Messrs. Wren, Angelastro and AngelastroSimm participate. The SERCR Plan is unique in its structure and objectives. It is intended to provide security to Omnicom through the restrictive covenants described below while delivering a valuable benefit to executives in the form of post-termination compensation.

Restrictive Covenants

In consideration for annual benefits under the SERCR Plan, participating executives are subject to restrictions on competition, solicitation, disparagement, and other willful actions that may materially harm Omnicom, from the date of termination of employment through the end of the calendar year in which they receive their last annual benefits payment.

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EXECUTIVE COMPENSATION

Annual Benefits

The SERCR Plan provides annual benefits to participating executives upon their termination of employment after they render seven years of service to Omnicom or its subsidiaries, unless termination is for “Cause.” “Cause” is generally defined for this purpose as the executive having been convicted of (or having entered a plea bargain or settlement admitting guilt for) any felony committed in the execution of and while performing his duties as an executive officer, an act of fraud or embezzlement against Omnicom, as a result of which continued employment would have a material adverse impact on Omnicom, or having been the subject of any order, judicial or administrative, obtained or issued by the SEC, for any securities violation involving a material and willful act of fraud. Subject to compliance with the SERCR Plan’s restrictive covenants, the annual benefit is payable for 15 years following termination, and is equal to the lesser of (a) the product of (i) the average of the executive’s three highest years of total pay (base salary plus bonus and other incentive compensation), and (ii) a percentage equal to 5% plus 2% for every year of the executive’s service as an executive officer to Omnicom, not to exceed 35% and (b) $1.5 million, subject to an annual cost-of-living adjustment of up to 2.5% per year beginning with the second annual payment. Payment of this annual benefit begins onin the year following the calendar year in which the termination of employment occurred. In the event of death subsequent to satisfaction of the seven-year service requirement, beneficiaries of the executive are entitled to the annual benefit payments. No annual benefit is payable if the executive is terminated by Omnicom for Cause. Any future compensation arrangement under the SERCR Plan that would oblige Omnicom to make payments in the event of a NEO’s death would require shareholder approval. No annual benefit is payable if the executive is terminated by Omnicom for Cause.

THE EXECUTIVE SALARY CONTINUATION PLAN AGREEMENT

THE EXECUTIVE SALARY CONTINUATION AGREEMENT

Omnicom has entered into an Executive Salary Continuation Plan AgreementsAgreement with Messrs. Hewitt andMr. Nelson pursuant to which Omnicom agreed to make annual payments for up to a maximum of 10 years after termination of full time employment, unless termination is for “Cause,” in consideration for theirhis agreement to consult and subject to restrictions on competition, solicitation, disparagement, and other willful actions that may be harmful to Omnicom during the payment period. “Cause” is generally defined for this purpose as misconduct involving willful malfeasance, such as breach of trust, fraud or dishonesty. Based on Messrs. Hewitt’s andMr. Nelson’s agesage and years of service with Omnicom or its subsidiaries, as of December 31, 2018, their2021, his payment periods were ten years for Mr. Hewitt and nine years for Mr. Nelson.period was 10 years.

Consulting Obligation and Certain Restrictive Covenants

The participating executives agreeMr. Nelson has agreed to serve as advisorsadvisor or consultantsconsultant to Omnicom during the payment period, subject to certain limitations. In addition, theyhe will be subject to restrictions on competition, solicitation, disparagement, and other willful actions that may be harmful to Omnicom, from the date of termination through the end of the payment period.

Annual Benefits

Following termination and subject to compliance with the consulting obligation and restrictions on competition, solicitation, disparagement, and other willful actions that may be harmful to Omnicom, the participating executives areMr. Nelson is entitled to receive annual payments, beginning in the year described below, for the duration of the payment period. Annual payments are equal to 30% of the highest annual base salary paid to Mr. Hewitt within five years prior to termination and 50% of the highest annual base salary paid to Mr. Nelson within five years prior to termination. Annual payments are subject to there being sufficient pre-tax profits of Omnicom for the calendar year immediately prior to the year in which the participating executives areMr. Nelson is entitled to payment.

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EXECUTIVE COMPENSATION

Mr. Nelson is entitled to 100% of the annual payment amount in the event of disability. For a voluntary termination, including retirement, or a termination by Omnicom without Cause, Mr. HewittNelson is entitled to 100%95% of the annual payment amount since he completed more than 20 years of service and Mr. Nelson is entitled to 80% of the annual payment amount since hehas completed fewer than 20 years of service. Mr. Nelson’s reduced entitlement is calculated by dividing the 1619 years of service he completed as of December 31, 20182021 by 20. In the event of death, Mr. Nelson’s beneficiary or beneficiaries of the participating executives are entitled to 75% of the annual payment amount. No annual benefit is payable if Mr. Nelson is terminated by Omnicom for Cause. Any future compensation arrangement under an Executive Salary Continuation Plan Agreement that would oblige Omnicom to make payments in the event of a NEO’s death would require shareholder approval. No annual benefit is payable if the executive is terminated by Omnicom for Cause.

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EXECUTIVE COMPENSATIONTHE SENIOR MANAGEMENT INCENTIVE PLAN

THE INCENTIVE AWARD PLAN

Each of the NEOs participated in our Senior Management Incentive Award Plan in fiscal year 2018.2021. The Senior Management Incentive Award Plan provides performance-based bonuses to participants, based upon specific performance criteria, discussed above in the section entitled “Compensation Discussion and Analysis” on page 44,50, during each performance period. If a participant in the Senior Management Incentive Award Plan experiences a termination of employment for any reason prior to the end of a performance period or the bonus payment date for such performance period, he is not entitled to any payment, but the Compensation Committee has discretionthe ability (a) to determine whether the participant will receive any bonus, (b) to determine whether the participant will receive a pro-rated bonus reflecting that portion of the performance period in which the participant had been employed by Omnicom, and (c) to make such other arrangements as the Compensation Committee deems appropriate in connection with the participant’s termination of employment.

EXECUTIVE LIFE INSURANCE COVERAGE

EXECUTIVE LIFE INSURANCE COVERAGE

Omnicom provides life insurance coverage to its employees. Certain of the NEOs participate in a company-sponsored executive life insurance program that provides them with a higher coverage amount than they would otherwise be eligible for as employees. This coverage is in lieu of the coverage provided to employees generally. Specifically, Messrs. Wren, O’Brien and O’BrienSimm are provided with executive life insurance policies for which Omnicom pays(or, in the case of Mr. Simm, OMG) paid the premiums. As of December 31, 2018,2021, in the event of termination of employment due to death, the beneficiaries of these NEOs’ beneficiariesthree NEOs would each be entitled to a life insurance benefitbenefits in the amount of $1,000,000 paid by MassMutual. This amount is $250,000 higher than each would be eligible for under the program covering employees generally.

ACCELERATION OF EQUITY AWARDS

ACCELERATION OF EQUITY AWARDS

Messrs. Wren and Angelastro hold unvested PRSUs. Messrs. Nelson, O’Brien and O’BrienSimm hold unvested RSUs that generally vest based on continued employment and the passage of time. As specified below, such NEOs are entitled to accelerated vesting (a) on a pro rata basis upon termination of employment due to disability, and (b) upon death.

No equity awards held by our NEOs have single trigger or double trigger acceleration in connection with a change in control. However, if RSUs and PRSUs held by our NEOs or other employees are not assumed or substituted by an acquirer in connection with a change in control of Omnicom, they fully vest.

If a NEO retires, voluntarily terminates or is terminated by Omnicom, with or without cause, all RSUs and PRSUs that have not yet vested are generally forfeited or, to the extent PRSUs are partially vested based on the passage of time, they may remain subject to vesting based on the ultimate achievement of the performance goals.

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EXECUTIVE COMPENSATION

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL TABLE

The following table provides the potential payments that each NEO may receive upon termination of employment or change in control of Omnicom, assuming that (a) such termination or change in control of Omnicom occurred on December 31, 2018,2021, and (b) the price per share of Omnicom common stock equals $73.24,$73.27, the closing price of Omnicom common stock on December 31, 2018.2021.

Name of Executive		Death				Disability				For Cause Termination		Termination without Cause				Retirement				Voluntary Termination				Change in Control(1)
John Wren
■SERCR Plan(2)		$	1,500,000			$	1,500,000			—		$	1,500,000			$	1,500,000			$	1,500,000			—
■PRSU Awards(3)		$	10,002,973			$	6,605,296			—			—				—				—			—
Philip Angelastro
■SERCR Plan(2)		$	1,500,000			$	1,500,000			—		$	1,500,000			$	1,500,000			$	1,500,000			—
■PRSU Awards(3)		$	3,154,081			$	2,094,444			—			—				—				—			—
Dennis Hewitt(4)
■Executive Salary Continuation Agreement
		$	88,875	(5)		$	118,500	(6)		—		$	118,500	(6)		$	118,500	(6)		$	118,500	(6)		—
Jonathan Nelson
■Executive Salary Continuation Agreement
		$	318,750	(7)		$	425,000	(8)		—		$	340,000	(9)		$	340,000	(9)		$	340,000	(9)		—
■RSU Awards(10)		$	3,735,460			$	1,770,106			—			—				—				—			—
Michael O’Brien
■RSU Awards(10)		$	3,350,291			$	1,502,372			—			—				—				—			—

Name of Executive		Death				Disability				For Cause Termination				Termination without Cause				Retirement				Voluntary Termination				Change in Control(1)
John Wren
■    SERCR Plan(2)		$	1,500,000			$	1,500,000				—			$	1,500,000			$	1,500,000			$	1,500,000				—
■    PRSU Awards(3)		$	8,481,003			$	5,847,605				—				—				—				—				—
Philip Angelastro
■    SERCR Plan(2)		$	1,500,000			$	1,500,000				—			$	1,500,000			$	1,500,000			$	1,500,000				—
■    PRSU Awards(3)		$	4,170,675			$	2,752,021				—				—				—				—				—
Jonathan Nelson ■     Executive Salary
Continuation Agreement		$	318,750	(4)		$	425,000	(5)			—			$	403,750	(6)		$	403,750	(6)		$	403,750	(6)			—
■    RSU Awards(7)		$	6,809,421			$	2,916,366				—				—				—				—				—
Michael O’Brien
■    RSU Awards(7)		$	5,228,840			$	2,811,736				—				—				—				—				—
Daryl Simm
■    SERCR Plan(2)		$	1,500,000			$	1,500,000				—			$	1,500,000			$	1,500,000			$	1,500,000				—
■    RSU Awards(7)		$	8,414,840			$	4,079,747				—				—				—				—				—

(1)	The change in control value of equity awards assumes that all equity awards are assumed or substituted in connection with a change in control. There are not currently any outstanding equity awards that have single trigger or double trigger acceleration in connection with a change in control. If, however, an unvested equity award is not assumed or substituted in connection with a change in control, such unvested equity award vests in full.
(2)	Except in the event of a termination for Cause, the NEO or his beneficiary, as the case may be, would be entitled to receive fifteen15 annual payments in this amount, the first of which would be payable in 2019.2022. In the event of termination for Cause, no payments would be made. The amount reported is the payment cap set forth in the SERCR Plan as in effect on December 31, 2018,2021, such amount being subject to an annual cost-of-living adjustment of up to 2.5% per year beginning with the second annual payment. All payment obligations are conditioned upon compliance with the restrictive covenants described above.
(3)	The value of PRSUs was determined by taking the aggregate fair market value of the shares underlying PRSUs subject to accelerated vesting as of December 31, 2018.2021. The value of PRSUs assumes achievement of the highest performance target and therefore the actual value could be lower than the amount disclosed. Amounts shown do not include unvested PRSUs which are considered earned and non-forfeitable as of December 31, 20182021 because the service requirement was met, but which are eligible to vest following the end of the applicable performance period and based on the applicable level of actual performance during such period. For additional information, please read the discussion above in our “Compensation Discussion and Analysis.”
(4)	Mr. Hewitt’s employment terminated due to retirement on December 31, 2018 and, as all of his outstanding equity awards forfeited upon termination, he was not entitled to accelerated vesting of equity awards.
(5)	This reflects 75% of Mr. Hewitt’s $118,500Nelson’s $425,000 annual payment, payable to his designated beneficiary. Ten10 annual payments in this amount would be paid to such beneficiary, with the first payment being made in 2019. 2022.
(6)(5)	This reflects 30% of the highest annual rate of salary paid to Mr. Hewitt in the five years preceding December 31, 2018. Mr. Hewitt terminated on December 31, 2018 and is entitled to receive ten annual payments in this amount, with the first payment being made in 2020. All payment obligations are conditioned upon compliance with the restrictive covenants and, if not disabled, the consulting obligation described above.
(7)	This reflects 75% of Mr. Nelson’s $425,000 annual payment, payable to his designated beneficiary. Nine annual payments in this amount would be paid to such beneficiary, with the first payment being made in 2019.
(8)	This reflects 50% of the highest annual rate of salary paid to Mr. Nelson in the five years preceding December 31, 2018. Nine2021. 10 annual payments would be made in this amount, with the first payment being made in 2020.2023. All payment obligations are conditioned upon compliance with the restrictive covenants described above.
(9)(6)	This reflects 80%95% of Mr. Nelson’s $425,000 annual payment and has been reduced as described above because Mr. Nelson has not yet completed 20 years of service. Nine10 annual payments would be made in this amount, with the first payment being made in 2020.2023. All payment obligations are conditioned upon compliance with the restrictive covenants and, if not disabled, the consulting obligation described above.
(10)(7)	The value of RSUs was determined by taking the aggregate fair market value of the shares underlying RSUs subject to accelerated vesting as of December 31, 2018.2021. For additional information, please read the discussion above in our “Compensation Discussion and Analysis.”

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EXECUTIVE COMPENSATION

Pay Ratio Disclosure

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K.

We identified the median employee by considering all individuals who were employed by us on October 31, 2018,2021, whether employed on a full-time or part-time basis, excluding our CEO and employees located in jurisdictions with a de minimis number of employees. As of October 31, 2018,2021, we determined that our employee population consisted of a total of 91,02083,627 U.S. and non-U.S. individuals, whether employed on a full-time or part-time basis. Pursuant to the de minimis exception allowed under Item 402(u), we excluded all 4,5514,176 individuals who provided services to us in Algeria (19), Argentina, (146), Chile, (494), Colombia (1,460), Egypt (164),China, Columbia, Indonesia (172), Malaysia (195), Mexico (1,165), Thailand (584) and Ukraine (152).Vietnam.

We identified the median employee by examining all gross base salaries during the month of October 20182021 for the remaining employee population, as of October 31, 2018,2021, of 86,46979,451 individuals. Unlike our 20182021 10-K, the size of our total employee population for purposes of this pay ratio calculation includes part-time employees (who, as required by Item 402(u) of Regulation S-K, have not been converted to full-time equivalent employees), and is based on a count of individuals employed as of October 31, 2018.2021. For employees paid other than in U.S. dollars, we converted their compensation to U.S. dollars using foreign exchange rates in effect on October 31, 2018.2021. Using this methodology, we determined that our median employee was a full-timean employee located in Germany.Italy. We believe our methodology represents a consistently applied compensation measure that appropriately identifies our median employee.

After identifying the median employee for 2018,2021, we calculated the annual total compensation for 20182021 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table for 20182021 earlier in this section. Because the median employee was paid other than in U.S. dollars, we converted the median employee’s compensation to U.S. dollars using the foreign exchange rate in effect on December 31, 2018.

For 2018,2021, the value of the annual total compensation of the median employee was $42,205.85. $50,612.54.

For 2018,2021, the annual total compensation of our CEO was $23,945,128.$19,981,715. The resulting pay ratio of the annual total compensation of our CEO to the median of the annual total compensation of all of our employees (other than our CEO) for 20182021 was approximately 567395 to 1.

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ITEM 3 – RATIFICATION OF THE
APPOINTMENT
OF INDEPENDENT AUDITORS

____________________

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. In accordance with the Audit Committee’s charter, the Audit Committee has appointed KPMG LLP as our independent auditors for our fiscal year ending December 31, 2019.2022. We are submitting the selection of our independent auditors for shareholder ratification at the 20192022 Annual Meeting. KPMG LLP has been retained as our independent auditor continuously since June 2002. The members of the Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as our independent registered public accounting firm is in the best interests of the Company and its shareholders.

Representatives of KPMG LLP are expected to be present at the 20192022 Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

The Audit Committee is not bound by the results of the vote regarding ratification of the independent auditors. If our shareholders do not ratify the selection, the Audit Committee will reconsider whether to retain KPMG LLP, but still may retain them. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Omnicom and its shareholders.

The Board UNANIMOUSLY recommends that shareholders voteFORratification of the appointment of KPMG LLP as our independent auditors.

Approval of this item requires the favorable vote of the holders of a majority of the shares voting on the item. Abstentions and broker non-votes will have no effect on the outcome of this item.

Fees Paid to Independent Auditors

The following table shows information about fees billed by KPMG LLP and affiliates for professional services, as well as all “out-of-pocket” costs incurred in connection with these services, rendered for the last two fiscal years:

			2018		Approved by Audit Committee				2017		Approved by Audit Committee			2021			Approved by Audit Committee			2020			Approved by Audit Committee
Audit Fees(1)		$	22,375,000		100	%		$	22,124,000		100	%		$	23,417,807		100	%		$	20,813,000		100	%
Audit-Related Fees(2)		$	325,550		100	%		$	363,560		100	%		$	578,150		100	%		$	307,200		100	%
Tax Fees(3)		$	416,693		100	%		$	390,900		100	%		$	436,050		100	%		$	485,000		100	%
All Other Fees(4)			—						—						—						—
Total Fees		$	23,117,243					$	22,878,460					$	24,432,007					$	21,605,200

(1)	Audit Feesconsist of fees for professional services for the audit and interim reviews of our consolidated financial statements and for the audit of our internal control over financial reporting. Audit fees also include audit services that are normally provided by independent auditors in connection with statutory audit and regulatory filings.filings, as well as consents rendered in connection with registration statement filings and comfort letters rendered in connection with debt offerings. The amounts noted above include reimbursement for direct out-of-pocket travel and other sundry expenses.
(2)	Audit-Related Feesconsist of fees for assurance and audit related services performed for the Company or its subsidiaries but not directly related to the audits. Audit-Related fees include due diligence services and attestation or agreed upon procedures related to certain statutory requirements or local reporting requirements.
(3)	Tax Feesconsist primarily of fees for routine international tax compliance and advisory services, including the review and preparation of statutory tax returns, related compliance services, and routine tax advice.
(4)	All Other Feesconsist of fees for permitted services other than those that meet the criteria above. There were no such services performed in 20182021 or 2017.2020.

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ITEM 3 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS

In deciding to reappoint KPMG LLP to be our independent auditors for 2019,2022, the Audit Committee considered KPMG LLP’s provision of services to assure that it was compatible with maintaining KPMG LLP’s independence. The Audit Committee determined that these fees were compatible with the independence of KPMG LLP as our independent auditors.

The Audit Committee has adopted a policy that requires it to pre-approve each audit and permissible non-audit service rendered by KPMG LLP except for items exempt from pre-approval requirements by applicable law. On a quarterly basis, the Audit Committee reviews and generally pre-approves specific types of services and the range of fees that may be provided by KPMG LLP without first obtaining specific pre-approval from the Audit Committee. The policy requires the specific pre-approvalpreapproval of all other permitted services and all other permitted services were pre-approved in 2018.2021.

Audit Committee Report

The Audit Committee’s primary purpose is to assist the Board in carrying out its oversight responsibilities relating to Omnicom’s financial reporting. Management is responsible for the preparation, presentation and integrity of Omnicom’s financial statements, accounting and financial reporting principles and the establishment and effectiveness of internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for performing an independent audit of the financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States), expressing an opinion as to the conformity of such financial statements with generally accepted accounting principles in the United States and auditing the operating effectiveness of internal control over financial reporting. The independent auditors have free access to the Audit Committee to discuss any matters they deem appropriate.

In performing its oversight role, the Audit Committee has reviewed and discussed with management Omnicom’s audited 20182021 financial statements as of December 31, 2018.2021. The Audit Committee has also discussed with KPMG LLP the matters required to be discussed under all relevant professional and regulatory standards, which included discussion of the quality of Omnicom’s accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements. The Audit Committee has received and reviewed the written disclosures and the letter from KPMG LLP required under all relevant professional and regulatory standards, and has discussed with KPMG LLP its independence.

Based on the review and discussions referred to in this Report, the Audit Committee recommended to the Board that the audited financial statements of Omnicom for the year ended December 31, 20182021 be included in its 20182021 10-K.

Members of the Audit Committee
Mary C. Choksi,Chair
Robert Charles Clark
Deborah J. Kissire
Gracia C. Martore
Valerie M. Williams

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ITEM 4 – SHAREHOLDER PROPOSAL
REQUIRING AN INDEPENDENT
BOARD CHAIRMAN REGARDING POLITICAL SPENDING DISCLOSURE

____________________

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, has advised that he is the beneficial owner of no less than 100 shares of Omnicom common stock and that he intends to introduce a proposal for the consideration of shareholders at the 20192022 Annual Meeting, the text of which reads as follows.

 

Proposal 4 — Independent Board ChairmanPolitical Spending Disclosure

Shareholders request that Omnicom provide a report, updated semiannually, disclosing our BoardCompany’s:

1.	Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum.
2.	Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described above, including:
	The identity of the recipient as well as the amount paid to each; and
	The title(s) of the person(s) in our Company responsible for decision-making.

The report shall be presented to our board of Directors to adopt as a policy,directors and amendposted on our governing documents as necessary, to require henceforth thatCompany’s website within 12 months from the Chairdate of the Board of Directors, whenever possible, to be an independent member of the Board. The Board would have the discretion to phase in this policy for the next Chief Executive Officer transition, implemented so itannual meeting. This proposal does not violateencompass lobbying spending.

Supporting Statement

As a long-term shareholder of Omnicom, I support transparency and accountability in corporate electoral spending. This includes any existing agreement.activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.

IfDisclosure is in the Board determinesbest interest of our company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, “[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages.”

Relying on publicly available data does not provide a complete picture of our Company’s electoral spending. For example, our Company’s payments to trade associations or other tax-exempt “dark money” groups that a Chairman, who was independent when selected is no longer independent, the Board shall select a new Chairman who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is availablemay be used for electionrelated activities are undisclosed and willing to serve as Chairman. This proposal requests that all the necessary steps be taken to accomplish the above.unknown.

This proposal topic won 50%-plus support at 5 major U.S.asks our Company to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for electoral purposes. This would bring our Company in line with a growing number of leading companies, in 2013 including 73%-support at Netflix. These 5 majority votes would have been still higher if all shareholders had access to independent proxy voting advice.

Stockholder proposals such asCognizant Technology Solutions, Automatic Data Processing and Accenture, which present this have taken a leadership role in improving the governance rules of our company. As a result of shareholder proposals we have a right to call a special meeting and a right to proxy access. The 2018 proposal to give the holders of a more realistic 10% of shareholders the right to call a special meeting won 51%-support. The 51%-support would have significantly exceeded 51% if all shareholders had equal access to independent proxy voting advice.

An independent board chairman would have time to build up our neglected Board of Directors. For instance, 5 directors had long-tenure of 16 to 25-years. Long-tenureinformation on their websites or disclose that corporate election-related spending is the opposite of independence. These long-tenured directors also had a bloated influence since they held the majority of the seats on our 3 most important board committees.entirely prohibited.

Our Lead Director, Leonard Coleman, had 25-years long-tenureCompany’s Board and receivedshareholders need comprehensive disclosure to fully evaluate the highest negative voteuse of any Omnicom director – 10-times or more the negative votes as certain other directors. Meanwhile our stock price has been flat for 5-years.

An independent Chairman is best positioned to build up the oversight capabilities of our directors while our CEO addresses the challenging day-to-day issues facing the company. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors, a CEO and a Chairman who is completely independent of the CEO and our company.

Please vote yes:
Independent Board Chairman - Proposal 4corporate assets in elections.

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ITEM 4 – SHAREHOLDER PROPOSAL REQUIRING AN INDEPENDENT BOARD CHAIRMANREGARDING POLITICAL SPENDING DISCLOSURE

This proposal topic won 51% Omnicom shareholder support at our 2021 annual meeting. This 51% support was all the more impressive since it was achieved in spite of Omnicom management sending messages to shareholders after the proxy was distributed to coach shareholders to vote against the 2021 proposal on this same topic.

Please vote to make this important information easily available for our Directors:
Political Spending Disclosure — Proposal 4

THE BOARD’S STATEMENT IN OPPOSITION

The leadership structure atBoard considered this proposal and concluded that adoption of the proposal to provide a semiannual report is unnecessary. Omnicom already has beenprocedures in place to provide appropriate oversight of Omnicom’s limited political activities, including a Political Contributions Policy (the “Policy”) which was informed by thoughtfulshareholder input and adopted by the Board evaluationin 2021. In response to feedback from shareholders, we also expanded our disclosures to report U.S. political contributions (if any) and payments to U.S. trade associations, as described in detail below. Given the existing oversight controls we already have in place, the absence of any U.S. political contributions in recent years and our recently enhanced transparency informed by shareholder feedback. After careful consideration,engagement, the report requested by the proposal would not provide shareholders with any additional meaningful information.

The Board unanimously recommends a voteAGAINSTthis proposal for the following reasons:

■	Support of our Shareholders: The extensive history of engagement with shareholders on our Board leadership structure, with a consistent message of support for the current structure given our industry context and critical nature of client-chairman relationships.
■	Robust Independent Oversight: Our robust Lead Independent Director role, which provides effective independent oversight and responsibilities similar to those of a chairman.
■	Best for our Business: The importance for the Board to thoroughly evaluate and determine the appropriate leadership structure based on company and industry circumstances at the time.

Omnicom has anFollowing extensive history of engaging with shareholders on our Board leadership structure, and has received a consistent message of support for the current structure.

Over the last several years, Omnicom has focused on ensuring our shareholders’ views are incorporated into the Board’s regular evaluation of our board leadership structure. Beginning in 2016, our management and Board met with holders of over 50% of our shares after a shareholder proposal requesting that the Chairman of the Board be independent received 54% support. At the time, the positions of Chairman and CEO were held by separate individuals,engagement with our former CEO serving as Executive Chair. Through conversations with investors, we learned that most supported the leadership structure we had in place, but many voted for theshareholders, Omnicom recently implemented enhanced disclosures to be responsive to shareholder proposal in 2015 as a wayconcerns on this topic – including disclosure of payments to express dissatisfaction with the lengthy average tenure of directors and lack of meaningful board refreshment.U.S. trade associations.

In response to thisa similar shareholder proposal receiving 51% support at our 2021 Annual Meeting, our Board and management sought shareholder feedback on the current Policy and related disclosures during Omnicom’s annual engagement program. We reached out to shareholders holding 65% of our outstanding shares with an invitation to engage. We spoke to every shareholder that accepted our invitation, which represented an aggregate of 40% of our outstanding shares. In response to shareholder feedback, our Board approved enhancements to our trade association membership disclosures to include payments to U.S. trade associations that received more than $50,000 in Omnicom dues or contributions. Political spending was a primary topic across our engagements, and shareholders indicated strong support for our current Policy and the changes already made refreshment a top priorityto increase transparency of our political contributions and took deliberate stepstrade association memberships in response to be responsive tolast year’s proposal. We also engaged with and informed the specific concerns shared by investors. Through a commitment to refreshment, our Board has undergone a significant transformation over the last few yearsproponent of these enhancements.

We already disclose Omnicom’s U.S. political contributions – we reducedmade no U.S. political contributions in 2020 or 2021.

Omnicom does not make political contributions at the holding company level, and following input from our average board tenure by approximately 33% since 2015shareholders, we disclosed that Omnicom and its agencies made no U.S. political contributions in 2020 or 2021. Additionally, Omnicom does not have added four new directors who bring relevant and complementary skills to the Board’s overall composition. Through this transformation we also enhanced gender diversity from 23% to 55% and reconstituted oura political action committee, and committee chair positions. That same shareholder proposal received support from only 36%we do not encourage our agencies to make contributions to political candidates. Given the absence of votes cast at our 2016U.S. political contributions in recent years and the annual meeting, solidifyingdisclosure already being provided, the lackcost of an underlying concern regarding our board leadership structure.

Leading up to Bruce Crawford’s retirement as a director and Executive Chair in 2018, our Board spent considerable time reevaluating its leadership structure and assessing various succession options, ultimately making the decision to appoint our CEO John Wren as Chairman. As part of this process, we re-engaged shareholders on the topic of Omnicom’s leadership structure. A large majority of these investors supported our approach to evaluate the structureproviding additional disclosure on a case-by-casesemiannual basis would far exceed any perceived advantage.

We expanded our trade association membership disclosures in response to shareholder feedback.

Omnicom participates in trade associations because we value their industry expertise and were comfortable withbelieve they are often helpful for building a consensus among organizations and that our decisionparticipation is beneficial to combine the roles, particularly given the factors described below including the complexity ofOmnicom’s shareholders. As noted above, we enhanced our business, the critical nature of Mr. Wren’s longstanding client relationshipstrade association membership disclosures in response to a professional services business such as ours and our strong Lead Independent Director role.

In the fall of 2018, we reached outshareholder feedback to include payments to U.S. trade associations that received more than 60% and engaged with more than 40% of shareholders. During these discussions,$50,000 in Omnicom dues or contributions. This disclosure is available on our shareholders reaffirmed their satisfaction with our Board’s leadership structure.website at www.omnicomgroup.com/about/corporate-governance.

Omnicom’s Lead Independent DirectorPolitical Contributions Policy provides meaningful independent leadershipoversight and serves as an effective counterbalance.accountability with regard to political contributions and participation in the U.S. political process.

Our Lead Independent DirectorOmnicom’s Policy, which was adopted by the Board in 2021, codifies our longstanding positions regarding political contributions and participation in the U.S. political process. The Policy, which is empowered with a robust setavailable on our website at www.omnicomgroup.com/about/corporate-governance, governs Omnicom’s consideration and approval of responsibilities, similar to those typically associated with a Chairman. This includespolitical activities in the authority to:United States, including political contributions at the federal, state and local levels, membership in trade

■	Preside at executive sessions of the independent directors;
■	Preside at all meetings of the Board at which the Board Chairman is not present;
■	Serve as principal liaison between the independent directors and the Board Chairman and CEO;
■	Oversee the annual Board and committee evaluations;
■	Participate in developing agendas for Board meetings, with the authority to add agenda items;
■	Approve the schedule of Board meetings;

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ITEM 4 – SHAREHOLDER PROPOSAL REQUIRING AN INDEPENDENT BOARD CHAIRMANREGARDING POLITICAL SPENDING DISCLOSURE

■	Advise the Board Chairman, including providing input, as to the quality, quantity and timeliness of information provided to the Board;
■	Engage and consult with shareholders as part of our shareholder engagement process; and
■	Perform such other duties as the Board may from time to time delegate.

In February 2019, our Board further strengthened our Lead Independent Director role by amending our governanceassociations and lobbying activities. The Policy provides guidelines to grant the Lead Independent Director additional responsibilities, including the authority to:

■	Call meetings of the independent directors;
■	Participate in the recruitment, mentoring and development of directors; and
■	Oversee any conflicts of interests among directors, including the Chairman and CEO.

The second bullet point above formalizes actions our Lead Independent Director had been doing in practice. The independent members of the Board designate the Lead Independent Director annually. Mr. Coleman was first appointed to the position in 2015, and re-elected by the independent directors each year since. During his time as our Lead Independent Director, Mr. Coleman has consistently demonstrated thoughtful leadership and intelligent decision making during a time of transition. In this role, he functions like a Chairman, fostering an open dialogue among directors and providing independent oversight. He also has a strong understanding of Omnicom’s business and strategy, has access to and frequent interaction with senior management, and has been an active participant in shareholder engagement for many years.

In addition, Omnicom has strong corporate governance policies and practices in place to promote effective independent oversight. These are highlighted on page 6 of this Proxy Statement.

It is importantoversight for the Boardlimited number of political contributions our agencies make, if any. Additionally, Omnicom reviews the political entities and trade associations we support to have the ability to structure our leadership in a way that best serves Omnicomconsider whether their business strategies and its shareholders, particularly in light of our business complexity and rapidly changing industry.

The Board strongly believes that it should maintain flexibility to determine the appropriate leadership structure for Omnicom, and that this determination must be considered in the context of Omnicom’s specific circumstances, business and culture, while giving appropriate weight to the unique challenges facing a professional services company such aspurposes align with ours. Rather than imposing a “one-size fits all” approach to Board leadership, we believe this Board is well positioned to determine the most effective leadership structure for Omnicom and its shareholders given the current company and industry circumstances.

The Board understands the importance of this responsibility and regularly evaluates the leadership structure at Omnicom. It most recently demonstrated its ability to take a thoughtful, company-specific approach in May 2018, when it determined, after extensive shareholder engagement and assessing various options, to combine the positions of Chairman and CEO following the retirement of our then Executive Chairman, Bruce Crawford. In making this decision, the Board considered:

■	Strong Independent Oversight: Feedback from shareholders on our leadership structure and our Lead Independent Director’s effective independent oversight as described above.
■	Retention of Largest Clients: The critical nature of client-chairman relationships in our professional services business and importance of ensuring executive-level continuity in the CEO and Chairman roles to support the transition of hundreds of trust-based client relationships.
■	Retention of Talented Executives: Our Business success is dependent on retaining talented individuals to best serve our clients through Omnicom’s reconstituted management reporting structure spearheaded by Mr. Wren.
■	Our CEO’s Fundamental Role: Our CEO John Wren’s fundamental role in our organizational realignment to position Omnicom for long-term growth in an increasingly complex and competitive global landscape that is experiencing rapid change, disruption and market-wide technological advancements.

In light of the supportive feedback from investors, our strong Lead Independent Director role held by a director who provides strength and continuity of leadership, and the complexity of our business and rapidly evolving industry, the Board believes it is in the best interest of Omnicom and shareholders to retain flexibility to determine its leadership structure, and believes that at this time, the proper structure is for John Wren to hold the roles of both Chairman and CEO.

The Board of Directors UNANIMOUSLY recommends that shareholders voteAGAINSTAGAINSTthis proposal.

Approval of this proposal requires the favorable vote of the holders of a majority of the shares voting on the proposal.Abstentionsproposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

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STOCK OWNERSHIP INFORMATION

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Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information as of the close of business on April 1, 2019March 15, 2022 (except as otherwise noted), with respect to the beneficial ownership of our common stock by:

■	each person known by Omnicom to own beneficially more than 5% of our outstanding common stock;
■	each current director or nominee;
■	each NEO; and
■	all directors and executive officers as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, the address for each individual listed below is c/o Omnicom Group Inc., 437 Madison280 Park Avenue, New York, New York 10022.10017.

Name		Number of Shares Owned(1)		Options Exercisable within 60 Days		Total Beneficial Ownership		Percent of Shares Outstanding(2)
The Vanguard Group(3)		21,827,707		—		21,827,707		9.9	%
Massachusetts Financial Services Company(4)		17,174,604		—		17,174,604		7.8	%
BlackRock, Inc.(5)		15,884,989		—		15,884,989		7.2	%
Philip J. Angelastro(6)		430,255		—		430,255		*
Alan R. Batkin		27,773		—		27,773		*
Mary C. Choksi		21,757		—		21,757		*
Robert Charles Clark(7)		41,115		—		41,115		*
Leonard S. Coleman, Jr.		27,218		—		27,218		*
Susan S. Denison		41,369		—		41,369		*
Ronnie S. Hawkins		2,778		—		2,778		*
Dennis E. Hewitt		23,276		—		23,276		*
Deborah J. Kissire		6,252		—		6,252		*
Gracia C. Martore		6,468		—		6,468		*
Jonathan B. Nelson(8)		84,474		—		84,474		*
Michael J. O’Brien(9)		108,391		—		108,391		*
Linda Johnson Rice		8,658		—		8,658		*
Valerie M. Williams		5,222		—		5,222		*
John D. Wren(10)		1,604,979		—		1,604,979		*
All directors and executive officers as a group (17 persons)(11)		2,499,329		—		2,499,329		1.1	%

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STOCK OWNERSHIP INFORMATION

Name		Number of Shares Owned(1)		Options Exercisable within 60 Days		Total Beneficial Ownership		Percent of Shares Outstanding(2)
The Vanguard Group(3)		24,979,669		—		24,979,669		12.1	%
BlackRock, Inc.(4)		17,600,082		—		17,600,082		8.5	%
State Street Corporation(5)		12,127,867		—		12,127,867		5.9	%
Philip J. Angelastro(6)		487,577		—		487,577		*
Mary C. Choksi		31,724		—		31,724		*
Leonard S. Coleman, Jr.		36,060		—		36,060		*
Susan S. Denison		53,545		—		53,545		*
Mark D. Gerstein		—		—		—		—
Ronnie S. Hawkins		10,229		—		10,229		*
Deborah J. Kissire		14,321		—		14,321		*
Gracia C. Martore		15,178		—		15,178		*
Jonathan B. Nelson(7)		130,206		—		130,206		*
Michael J. O’Brien(8)		130,027		—		130,027		*
Patricia Salas Pineda		—		—		—		—
Linda Johnson Rice		11,168		—		11,168		*
Daryl D. Simm(9)		135,368		—		135,368		*
Valerie M. Williams		13,165		—		13,165		*
John D. Wren(10)		1,538,494		—		1,538,494		*
All directors and executive officers as a group (18 persons)		2,694,762		—		2,694,762		1.3	%

*	less than 1%.

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(1)

This column lists voting securities, and securities the payout of which has been deferred at the election of the holder, including restricted stock held by executive officers. Except to the extent noted below, each director or executive officer has sole voting and investment power with respect to the shares reported. The amounts in the column include:

■	■shares held pursuant to the outside director equity plan, the payout of which has been deferred at the election of the holder, namely, Mr. Batkin — 26,087 shares, Ms. Choksi — 21,757 shares, Mr. Clark — 38,06031,724 shares, Mr. Coleman — 14,84619,760 shares, Ms. Denison — 39,81051,987 shares, Mr. Hawkins — 2,7787,206 shares, Ms. Kissire — 6,25214,321 shares, Ms. Martore — 6,46815,178 shares, Ms. Johnson Rice — 8,1619,160 shares, and Ms. Williams — 5,22213,165 shares;
■	shares previously held under restricted stock awards, the payout of which has been deferred at the election of the holder, namely, Mr. Wren — 135,990 shares; and
■	shares credited under the Omnicom Group Retirement Savings Plan, namely, Mr. Angelastro — 1,3721,540 shares, and Mr. Wren — 28,09931,740 shares.

(2)	The number of shares of common stock outstanding on April 1, 2019March 15, 2022 was 220,166,688.206,823,023. The percent of common stock is based on such number of shares and is rounded off to the nearest one-tenth of a percent.
(3)	Stock ownership is as of December 31, 2018,2021 and is based solely on a Schedule 13G/A filed with the SEC on February 11, 2019,10, 2022, by The Vanguard Group (“Vanguard”). In the filing, Vanguard reported having sole voting power over 269,721 shares, shared voting power over 65,900353,488 shares, sole dispositive power over 21,497,21924,085,497 shares and shared dispositive power over 330,488894,172 shares. Vanguard has certified in its Schedule 13G13G/A that our stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of Omnicom. The address of Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.
(4)	Stock ownership is as of December 31, 20182021 and is based solely on a Schedule 13G/A filed with the SEC on February 13, 2019, by Massachusetts Financial Services Company (“MFS”). In the filing, MFS reported having sole voting power over 15,753,073 shares and sole dispositive power over 17,174,604 shares. MFS has certified in its Schedule 13G that our stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of Omnicom. The address of MFS is 111 Huntington Avenue, Boston, MA 02199.
(5)	Stock ownership is as of December 31, 2018, and is based solely on a Schedule 13G/A filed with the SEC on February 6, 2019,1, 2022, by BlackRock, Inc. (“BlackRock”). In the filing, BlackRock reported having sole voting power over 13,831,46315,222,685 shares and sole dispositive power over 15,884,98917,600,082 shares. BlackRock has certified in its Schedule 13G13G/A that our stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of Omnicom. The address of BlackRock is 55 East 52nd52nd Street, New York, NY 10055.
(5)	Stock ownership is as of December 31, 2021 and is based solely on a Schedule 13G/A filed with the SEC on February 11, 2022, by State Street Corporation (“State Street”). In the filing, State Street reported having shared voting power over 11,005,289 shares and shared dispositive power over 12,081,781 shares. State Street has certified in its Schedule 13G/A that our stock was acquired and is held in the ordinary course of business, and was not acquired and is not held for the purpose of changing or influencing control of Omnicom. The address of State Street is Sate Street Financial Center, One Lincoln Street, Boston, MA 02111.
(6)	Includes 163,782158,293 PRSUs granted to Mr. Angelastro pursuant to our 2013 Plan. equity plans.
(7)	Includes 1,70089,475 RSUs granted to Mr. Nelson pursuant to our equity plans.
(8)	Includes 67,995 RSUs granted to Mr. O’Brien pursuant to our equity plans.
(9)	Includes 114,847 RSUs granted to Mr. Simm pursuant to our equity plans.
(10)	Includes 375,597 PRSUs granted to Mr. Wren pursuant to our equity plans and 130,360 shares that are held in a joint account shared by Mr. ClarkWren and his wife.
(8)	Includes 74,642 RSUs granted to Mr. Nelson pursuant to our 2013 Plan.
(9)	Includes 62,865 RSUs granted to Mr. O’Brien pursuant to our 2013 Plan.
(10)	Includes 527,844 PRSUs granted to Mr. Wren pursuant to our 2013 Plan.
(11)	Includes 1,700 shares over which there are shared voting and investment power.

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Equity Compensation Plans

Our principal equity plan for employees is our 2013the Omnicom Group Inc. 2021 Incentive Award Plan (the “2021 Plan”), which was approved by shareholders at our 20132021 Annual Meeting of Shareholders and replaced all of our prior equity incentive plans. The Compensation Committee’s independent compensation consultant, FW Cook, & Co., provided analysis and input on the 20132021 Plan. As a result of the adoption of the 20132021 Plan, no new awards may be made under any of Omnicom’s prior equity plans. Outstanding equity awards under prior plans, however, were not affected by the adoption of our 20132021 Plan.

The purpose of the 20132021 Plan is to promote the success and enhance the value of Omnicom by continuing to link the personal interest of participants to those of Omnicom shareholders and by providing participants with an incentive for outstanding performance to generate superior returns to Omnicom shareholders. The 20132021 Plan provides for the grant of stock options (both incentive stock options and nonqualified stock options), restricted stock, stock appreciation rights, performance shares, performance stock units, dividend equivalents, stock payments, deferred stock, and restricted stock units.

Persons eligible to participate in the 20132021 Plan include all employees and consultants of Omnicom and its subsidiaries, members of our Board or, as applicable, members of the board of directors of a subsidiary, as determined by the committee administering the 20132021 Plan (the “IAP Committee”). The IAP Committee is appointed by our Board, and currently is comprised of the members of our Compensation Committee. With respect to awards to independent directors, Omnicom’s Board administers the 20132021 Plan.

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STOCK OWNERSHIP INFORMATION

All of our current equity compensation plans have been approved by shareholders. The following table provides information about our current equity compensation plans as of December 31, 2018.2021.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)		Weighted-average exercise price of outstanding options, warrants and rights ($/shr)			Number of securities remaining available for future issuance (#)
Equity compensation plans approved by security holders: 2021 Incentive Award Plan and previously adopted equity incentive plans (other than our ESPP)		4,689,250		$	74.30		10,157,026	(1)
Equity compensation plans approved by security holders: ESPP Shares		—			—		8,434,456	(2)
Equity compensation plans not approved by security holders		—			—		—
Total		4,689,250		$	74.30		18,591,482

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)		Weighted-average exercise price of outstanding options, warrants and rights ($/shr)			Number of securities remaining available for future issuance (#)
Equity compensation plans approved by security holders: 2013 Incentive Award Plan and previously adopted equity incentive plans (other than our ESPP)		988,050			$80.37		26,731,624	(1)
Equity compensation plans approved by security holders: ESPP Shares		—			—		8,675,351	(2)
Equity compensation plans not approved by security holders		—			—		—
Total		988,050			$80.37		35,406,975

(1)

The maximum number of shares that may be issued under our 20132021 Plan pursuantis 14,700,000, less one share for each share subject to awardsan award granted after December 31, 2012 is 33,040,000.under a previously adopted plan (“Prior Plan”) This number is subject to upward adjustment since awards granted under previously adopted plans (“Prior Plans”) that are forfeited or expire after December 31, 2020, may be used again under the 20132021 Plan. Any shareFurthermore, shares tendered for payment of common stockor withheld after December 31, 2020 in satisfaction of the tax withholding amounts due upon vesting or settlement of any award that is subject tonot an option or stock appreciation right granted from our 2013 Plan is counted against this limit as one share of common stock for every one share of common stock granted. Any share of common stock that is subject to an award other than an optiongranted under the Plan or stock appreciation right granted froma Prior Plan may be used under the 2013 Plan is counted against this limit as 3.5 shares of common stock for every one share of common stock granted.2021 Plan. The figure above includes 26,731,62410,157,026 shares that may be issued under our 2013 Plan, which assumes that all securities available for future issuance are subject to options or stock appreciation rights. If all securities available for future issuance were subject to awards other than options or stock appreciation rights, this figure would be 7,637,607.2021 Plan. Our 20132021 Plan provides that we may no longer grant any awards under our Prior Plans. As of December 31, 2018,2021, there were 988,0504,689,250 stock options outstanding under our equity compensation plans (other than our ESPP) with a weighted-average exercise price of $80.37$74.30 and a weighted-average term of 4.048.64 years and 3,063,746 unvested full value3,466,726 shares of restricted stock or RSUs outstanding under our equity compensation plans (other than our ESPP).

(2)

The ESPP is a tax-qualified plan in which all eligible full-time and part-time domestic employees may participate.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to file reports of ownership and changes in ownership of our common stock with the SEC. Purchases and sales of our common stock by such persons are published on our website at http://www.omnicomgroup.com.

Based solely upon a review of the copies of such reports filed with the SEC, and on written representations from our reporting persons, we believe that all Section 16(a) filing requirements applicable to our executive officers, directors and persons who own more than 10% of our common stock were complied with during 2018.

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INFORMATION ABOUT VOTING
AND THE MEETING

____________________

Record Date Shares Outstanding

Holders of our common stock, par value $0.15 per share, as of the close of business on April 1, 2019,March 14, 2022, will be entitled to vote their shares at the 20192022 Annual Meeting. On that date, there were 220,166,688206,947,507 shares of our common stock outstanding, each of which is entitled to one vote for each matter to be voted on at the 20192022 Annual Meeting.

Quorum; Required Vote; Effect of an AbstentionAbstentions and Broker Non-Votes

More than 50% of the shares entitled to vote will constitute a quorum for the transaction of business at the 20192022 Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum exists. Broker non-votes are proxies returned by brokers or other nominees who do not vote on a particular item because they did not receive instructioninstructions from the beneficial owner and were not permitted to exercise discretionary voting authority. If a quorum is not present, the shareholders who are present or represented may adjourn the meeting until a quorum exists. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice need be given. We will, however, publish a press release if the meeting is adjourned to another date. An adjournment will have no effect on business that may have already been conducted at the meeting.

In order to obtain approval of the election of any nominee as a director when the number of nominees equals the number of directors to be elected, assuming a quorum exists, a director nominee must receive a majority of the votes cast with respect to such nominee, meaning the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker non-votes will not be considered as votes cast and will have no effect on the election of directors. In order to approve, on an advisory basis, the resolution on the Company’s executive compensation, ratify the appointment of KPMG LLP as our independent auditors and approve the shareholder proposal described in the Proxy Statement, assuming a quorum exists, the affirmative vote of the holders of a majority of the shares represented at the meeting and actually voting on the itemproposal is required. Abstentions and broker non-votes will not be considered as voting on the items,Proposals 2, 3 and 4, and thus will have no effect on the outcome of Items 2, 3 and 4.those proposals.

Voting Prior to the Meeting

YouWhether or not you plan to attend the 2022 Annual Meeting, we encourage you to vote your shares as soon as possible to ensure that your shares will be represented at the 2022 Annual Meeting. Prior to the meeting, you can vote your shares by proxy card, through the Internet or by telephone or in person.telephone. Votes submitted through the Internet or by telephone must be received by 11:59 p.m. Eastern Daylight Time on Sunday,Monday, May 19, 2019.2, 2022. We have adopted the Internet and telephone voting procedures to authenticate shareholders’ identities, to allow shareholders to provide their voting instructions and to confirm that their instructions have been recorded properly. By submitting your proxy through the Internet, by telephone or by using the proxy card, you will authorize two of our officers or their designees to represent you and vote your shares at the meeting in accordance with your instructions or, if no instructions are given, your shares will be voted as described below in the section entitled “Default Voting.”

If you are the beneficial owner of shares held in “street name” by a broker, bank or other nominee, the broker, bank or other nominee, as the record holder of the shares, is required to vote those shares according to your instructions. Your broker, bank or other nominee should have sent you a voting instruction card for you to use in directing it on how to vote your shares.

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Under existing rules, if your broker holds your shares in its name and you have not given voting instructions, your broker nonetheless has the discretion to authorize the designated proxies to act, except on certain matters. As such, they could vote in respect of the ratification of the appointment of KPMG LLP as our independent auditors, but not on the election of directors, the advisory resolution to approve executive compensation or the shareholder proposal.

Fidelity Management Trust Company, as trustee under our retirement savings plan, and Computershare Trust Company, Inc., as administrator of our ESPP, will vote common stock held in the plans as indicated by participants in whose accounts the shares are held, whether or not vested, on their proxies. Please note that your shares held in either plan will be voted as you instruct if your proxy card, telephone or Internet voting instructions are received on or before 11:59 p.m. Eastern Daylight Time on Wednesday, May 15, 2019.Thursday, April 28, 2022. In accordance with the terms of the retirement savings plan, Fidelity Management Trust Company will vote all shares for which it does not receive voting instructions by the deadline provided above in the same proportion on each issue as it votes the shares for which it does receive instructions. In accordance with the terms of the ESPP, Computershare Trust Company, Inc. will not vote shares for which it does not receive voting instructions by the deadline provided above.

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Voting by Street Name Holdersat the Meeting

You may also vote your shares by attending the 2022 Annual Meeting. To attend in person you must bring a valid photo identification, such as a driver’s license or passport, for verification against our record date shareholder list. If you are the beneficial owner of shares held in “street name” by a broker, bank or other nominee and you plan to attend the 2022 Annual Meeting, you should bring a brokerage statement showing your ownership of the shares as of the record date or a letter from the broker, bank or other nominee as the record holder of the shares, is requiredconfirming such ownership, and a valid photo identification. If you wish to vote thoseyour shares according to your instructions. Yourthat are held by a broker, bank or other nominee should have sentin person at the meeting, you must obtain a voting instruction card for you to use in directing it on how to vote your shares.

Under existing rules, ifproxy from your broker, holds your shares in its namebank or other nominee and you have not given voting instructions, your broker nonetheless hasbring such proxy to the discretion to authorize the designated proxies to act, except on certain matters. As such, they could vote in respect of the ratification of the appointment of KPMG LLP as our independent auditors, but not on the election of directors, the advisory resolution to approve executive compensation or the shareholder proposal.meeting.

“Default” Voting

If you submit a proxy, whether through the Internet, by telephone or by using the proxy card, but do not indicate any voting instructions, your shares will be voted “for” the election of all nominees for director, “for” the advisory resolution to approve the Company’s executive compensation, “for” the ratification of the appointment of KPMG LLP, and “against” the shareholder proposal. If any other business properly comes before the shareholders for a vote at the meeting, your shares will be voted according to the discretion of the holders of the proxy. They may also vote your shares to adjourn the meeting and will be authorized to vote your shares at any adjournments or postponements of the meeting.

Right to Revoke

If you submit your proxy, you may change your voting instructions at any time prior to the vote at the 20192022 Annual Meeting. For shares held directly in your name, you may change your vote by granting a new proxy, through the Internet, by telephone or in writing, which bears a later date (thereby automatically revoking the earlier proxy) or by attending the 20192022 Annual Meeting and voting in person.voting. For shares beneficially owned by you, but held in “street name” by a broker, bank or other nominee, please refer to the information forwarded to you by your broker, bank or other nominee for instructions on revoking or changing your proxy.

Tabulation of Votes

Equiniti Trust Company will act as inspectors at the 20192022 Annual Meeting. They will determine the presence of a quorum and will tabulate and certify the votes.

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ADDITIONAL INFORMATION

____________________

Expense of Solicitation

We are making and will bear all costs of this proxy solicitation. Proxies may be solicited by mail, in person, by telephone or by facsimile or electronic transmission by our officers, directors, and regular employees. We may reimburse brokerage firms, banks, custodians, nominees and fiduciaries for their expenses to forward proxy materials to beneficial owners. We have retained Morrow Sodali LLC, 470 West Avenue, Stamford, CT 06902D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005 to assist in the solicitation of proxies. For these services, we will pay Morrow SodaliD.F. King & Co. a fee of approximately $10,500$9,000 and reimburse it for certain out-of-pocket disbursements and expenses.

Incorporation by Reference

To the extent that this Proxy Statement is incorporated by reference into any other filing by Omnicom under the Securities Act of 1933 or the Exchange Act, the sections of this Proxy Statement entitled “Compensation Committee Report” and “Audit Committee Report” (to the extent permitted by the rules of the SEC) will not be deemed incorporated, unless specifically provided otherwise in such filing.

Availability of Certain Documents

In accordance with the rules promulgated by the SEC, we have elected to provide access to our proxy materials on the Internet. This Proxy Statement and our 20182021 Annual Report to Shareholders are available, beginning April 10, 2019,March 24, 2022, on our website at http://investor.omnicomgroup.com. You may also access our Proxy Statement and our 20182021 Annual Report to Shareholders at https://materials.proxyvote.com/681919. You also may obtain a copy of this document, our 20182021 Annual Report to Shareholders, our Corporate Governance Guidelines, our Code of Business Conduct, our Code of Ethics for Senior Financial Officers and the charters for our Audit, Compensation, Governance and Finance Committees, without charge, by writing to: Omnicom Group Inc., 437 Madison280 Park Avenue, New York, New York 10022,10017, Attn: Corporate Secretary. All of these documents also are available after being approved by the Board through our website at http://www.omnicomgroup.com. Please note that the information contained on our website is not incorporated by reference in, or considered to be part of, this Proxy Statement.

Delivery of Documents to Shareholders Sharing an Address

If you are the beneficial owner of shares of our common stock held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee may only deliver one copy of this Proxy Statement and our 20182021 Annual Report to Shareholders to multiple shareholders who share an address unless that broker, bank or other nominee has received contrary instructions from one or more of the shareholders at a shared address. We will deliver promptly, upon written or oral request, a separate copy of this Proxy Statement and our 20182021 Annual Report to Shareholders to a shareholder at a shared address to which a single copy of the documents was delivered. A shareholder who wishes to receive a separate copy of the Proxy Statement and Annual Report to Shareholders, now or in the future, should submit this request by writing to: Omnicom Group Inc., 437 Madison280 Park Avenue, New York, New York 10022,10017, Attn: Corporate Secretary or by calling our Corporate Secretary at (212) 415-3600. Beneficial owners sharing an address who are receiving multiple copies of Proxy Statements and Annual Reports to Shareholders and who wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future.

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ADDITIONAL INFORMATION

Shareholder Proposals and Director Nominations for the 20202023 Annual Meeting

Any shareholder who wishes to present a proposal for inclusion in next year’s proxy statement and form of proxy under Rule 14a-8 must deliver the proposal to our principal executive offices no later than the close of business on December 12, 2019.November 24, 2022. Proposals should be addressed to: Omnicom Group Inc., 437 Madison280 Park Avenue, New York, New York 10022,10017, Attn: Corporate Secretary.

For proposals or director nominations submitted outside the process of Rule 14a-8, our By-laws require that written notice of the proposal or nomination be provided to our Corporate Secretary no less than 60 days prior to the date set for the 20202023 Annual Meeting of Shareholders. In order for a nomination for director or proposal to be considered, the notice must include, as to each nominee (if applicable) and the submitting shareholder, the information as to such nominee and shareholder that would be required to be included in a proxy statement under the proxy rules of the SEC if such shareholder were to solicit proxies from all shareholders of Omnicom for the election of such nominee as a director or approval of such proposal and such solicitation were one to which Rules 14a-3 to 14a-12 under the Exchange Act, apply.

In addition, our By-laws provide a proxy access right permitting certain of our shareholders who have beneficially owned 3% or more of our outstanding common stock continuously for at least three years to submit nominations via the Company’s proxy materials for up to 20% of the directors then serving, but not less than two. Notice of proxy access director nominations for the 20202023 Annual Meeting of Shareholders must be delivered to our principal executive offices no earlier than November 12, 2019October 25, 2022 and no later than the close of business on December 12, 2019.November 24, 2022. Proposals should be addressed to: Omnicom Group Inc., 437 Madison280 Park Avenue, New York, New York 10022,10017, Attn: Corporate Secretary. In addition, the notice must set forth the information required by our By-laws with respect to each proxy access director nomination that a shareholder intends to present at the 20202023 Annual Meeting of Shareholders.

A copy of the applicable By-law provisions may be obtained, without charge, upon written request addressed to: Omnicom Group Inc., 437 Madison280 Park Avenue, New York, New York 10022,10017, Attn: Corporate Secretary. As the rules of the SEC and our By-laws make clear, submitting a proposal or nomination does not guarantee its inclusion.

Michael J. O’Brien
Secretary

New York, New York
April 10, 2019March 24, 2022

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ANNEX A

____________________

Non-GAAP Financial Information

We present financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”) and adjustments to the GAAP presentation (“Non-GAAP”), which we believe are useful measures to evaluate the performance of our businesses. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP. Non-GAAP financial measures reported by us may not be comparable to similarly titled amounts reported by other companies.

We define free cash flow (a Non-GAAP liquidity measure) as net income plus depreciation, amortization, share based compensation expense and plus/(less) other items to reconcile to net cash provided by operating activities. We believe free cash flow is a useful measure of liquidity to evaluate our ability to generate excess cash from our operations.

Our method of calculating free cash flow may differ from methods used by other companies and, accordingly, may not be comparable to such other companies’ measures. See the reconciliation of free cash flow to net income, the most directly comparable GAAP measure, below.

Reconciliation of Free Cash Flow to Net Income

		Year Ended December 31,							Year Ended December 31,
		2018				2017			2021			2020
Net Income		$	1,440.5			$	1,192.2		$	1,507.6		$	1,020.8
Depreciation and Amortization Expense			264.0				282.1			212.1			222.6
Share-Based Compensation Expense			70.5				80.2			84.7			70.8
Net Gain from Disposition of Subsidiaries			(178.4	)			—
Impact of Tax Cuts and Jobs Act of 2017			28.9				106.3
Gain on Disposition of Subsidiary										(50.5	)		-
COVID-19 Repositioning Costs										-			277.9
Other Items to Reconcile to Net Cash Provided by Operating Activities, net			16.3				14.6			31.0			101.6
Free Cash Flow		$	1,641.8			$	1,675.4		$	1,784.9		$	1,693.7

We define after tax reported operating profit (a Non-GAAP financial measure) as reported operating profit less income taxes calculated using the effective tax rate for the applicable period. We believe after tax reported operating profit is a useful measure of after tax operating performance as it excludes the after tax effects of financing and investing activities on results of operations.

Our method of calculating after tax reported operating profit may differ from methods used by other companies and, accordingly, may not be comparable to such other companies’ measures. See the reconciliation of after tax reported operating profit to reported operating profit, the most directly comparable GAAP measure, below.

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ANNEX A

Reconciliation of After Tax Reported Operating Profit to Reported Operating Profit

		Year Ended December 31,								Year Ended December 31,
		2018				2017				2021				2020
Reported Operating Profit		$	2,133.5			$	2,083.8			$	2,197.9			$	1,598.8
Effective Tax Rate for the Applicable Period			25.6	%			36.9	%			24.6	%			27.1	%
Income Taxes on Reported Operating Profit			546.2				768.9				540.7				433.3
After Tax Reported Operating Profit		$	1,587.3			$	1,314.9			$	1,657.2			$	1,165.5

We use EBITA and EBITA Margin as additional operating performance measures that exclude the non-cash amortization expense of intangible assets, which primarily consists of amortization of intangible assets arising from acquisitions. We define EBITA as earnings before interest, taxes and amortization of intangible assets, and EBITA Margin as EBITA divided by

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ANNEX A

revenue, both of which are Non-GAAP financial measures. We believe that EBITA and EBITA Margin are useful measures for investors to evaluate the performance of our businesses.

The following table reconciles EBITA and EBITA Margin to the most directly comparable GAAP financial measure, Net Income -– Omnicom Group Inc., for the periods presented (in millions):

Reconciliation of EBITA to Net Income

		Year ended December 31,								Year Ended December 31,
		2018				2017				2021				2020
Net Income - Omnicom Group Inc.		$	1,326.4			$	1,088.4
Net Income – Omnicom Group Inc.										$	1,407.8			$	945.4
Net Income Attributed To Noncontrolling Interests			114.1				103.8				99.8				75.4
Net Income			1,440.5				1,192.2				1,507.6				1,020.8
Income From Equity Method Investments			8.9				3.5
Income (Loss) From Equity Method Investments											7.5				(6.8	)
Income Tax Expense			492.7				696.2				488.7				381.7
Income Before Income Taxes and Income From Equity Method Investments			1,924.3				1,884.9
Income Before Income Taxes and Income (Loss) From Equity Method Investments											1,988.8				1,409.3
Interest Expense			266.4				248.6				236.4				221.8
Interest Income			57.2				49.7				27.3				32.3
Operating Profit			2,133.5				2,083.8				2,197.9				1,598.8
Operating Profit Margin											15.4	%			12.1	%
Add back: Amortization of intangible assets			102.5				113.8				80.0				83.1
EBITA		$	2,236.0			$	2,197.6				2,277.9				1,681.9
Revenue		$	15,290.2			$	15,273.6				14,289.4				13,171.1
EBITA		$	2,236.0			$	2,197.6			$	2,277.9			$	1,681.9
EBITA Margin			14.6	%			14.4	%			15.9	%			12.8	%

The following table reconciles Adjusted Operating Profit to the most directly comparable GAAP financial measure, Operating Profit, for the period presented (in millions):

Reconciliation of Adjusted Operating Profit to Reported Operating Profit and Calculation of Adjusted Operating Profit Margin used for Performance Metric

		Year Ended December 31, 2021
Reported Operating profit		$	2,197.9
Less:
Gain on Disposition of Subsidiary			(50.5	)
Adjusted Operating Profit used for Performance Metric		$	2,147.4
Revenue		$	14,289.4
Adjusted Operating Profit Margin used for Performance Metric			15.0	%

Calculation of EBITA Margin used for Performance Metric

		Year Ended December 31, 2021
EBITA		$	2,277.9
Less:
Gain on Disposition of Subsidiary			(50.5	)
EBITA used for Performance Metric		$	2,227.4
Revenue		$	14,289.4
EBITA Margin used for Performance Metric			15.6	%

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ANNEX A

When calculating our EBITA Margin performance metric, we made adjustments to EBITA for the year 2018 to exclude the gain recognized on dispositions of certain subsidiaries and expenses resulting from certain repositioning actions. The following table shows the adjustments made (in millions) and the resulting EBITA Margin performance metric:

Calculation of Adjusted EBITADiluted EPS Growth used for EBITA Margin Performance Metric

		Year Ended December 31, 2018
EBITA		2,236.0
Net gain on dispositions of subsidiaries		(178.4	)
Repositioning Actions		149.4
Adjustments to EBITA for EBITA Margin Performance Metric		(29.0	)
Adjusted EBITA used for EBITA Margin Performance Metric		2,207.0
Revenue		15,290.2
Adjusted EBITA used for EBITA Margin Performance Metric		2,207.0
EBITA Margin Performance Metric		14.4	%

When calculating our diluted EPS growth performance metric, we made adjustments to Net Income - Omnicom Group Inc. for the years ended December 31, 2018 and 2017. The following table shows the adjustments made (in millions, except per share amounts):

Calculation of Net Income used for Diluted EPS Growth

		Year ended December 31,
		2018				2017
Net Income - Omnicom Group Inc.		$	1,326.4			$	1,088.4
Impact of Tax Cuts and Jobs Act of 2017			28.9				106.3
Net Gain on Disposition of Subsidiaries, Less Repositioning Actions			(47.1	)
Excess Tax Benefits Related to Share Based Compensation			(7.4	)			(20.8	)
Resolution of Foreign Tax Claims			(15.3	)
Adjustments to Net Income - Omnicom Group Inc. for Metric			(40.9	)			85.5
Net Income used for Diluted EPS Growth Performance Metric			1,285.5				1,173.9
Net Income Allocated to Participating Securities			(0.1	)			(1.6	)
Adjusted Net Income Available for Common Shareholders for Diluted EPS Growth
Performance Metric		$	1,285.4			$	1,172.3
Diluted Weighted Average Shares for EPS Calculation			227.6				233.9
Adjusted Diluted EPS for Performance Metric		$	5.65				5.01
Diluted EPS Growth							12.7	%

		Year Ended December 31,
		2021				2020
Net Income – Omnicom Group Inc.		$	1,407.8			$	945.4
Adjustments:
COVID-19 Repositioning Costs			-				223.1
COVID-19-Related Asset Impairment			-				47.1
Gain on Disposition of Subsidiary			(50.5	)			-
Net Income – Omnicom Group Inc. used for Diluted EPS Growth Performance Metric		$	1,357.3			$	1,215.6
Diluted weighted average shares			215.6				216.2
Diluted EPS Used for Performance Metric		$	6.30			$	5.62
Diluted EPS Growth for Performance Metric			12.0	%

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This proxy statement was printed in the USA in a facility that uses
exclusively vegetable based inks, 100% renewable wind energy and
releases zero VOCs into the environment.

 

This proxy statement was printed in the USA in a facility that uses exclusively vegetable based inks, 100% renewable wind energy and releases zero VOCs into the environment.

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					Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945
			Address Change? Mark box, sign, and indicate changes below:☐

TO VOTE BY INTERNET OR TELEPHONE, SEE REVERSE SIDE OF THIS PROXY CARD.

TO VOTE BY MAIL, SIMPLY INDICATE VOTING DIRECTIONS ON THE ITEMS BELOW, SIGN, DATE, AND RETURN THIS PROXY CARD.

The Board of DirectorsUNANIMOUSLY Recommends a VoteFORall Nominees in Item 1.

	1.	Election of directors:
				FOR		AGAINST		ABSTAIN
		01 John D. Wren		☐		☐		☐
		02 Alan R. BatkinMary C. Choksi		☐		☐		☐
		03 Mary C. ChoksiLeonard S. Coleman, Jr.		☐		☐		☐

			FOR		AGAINST		ABSTAIN
	07 Ronnie S. Hawkins		☐		☐		☐
	0806 Deborah J. Kissire		☐		☐		☐
	0907 Gracia C. Martore		☐		☐		☐
	08 Patricia Salas Pineda		☐		☐		☐

Please fold here – Do not separate

		04 Robert Charles ClarkMark D. Gerstein		☐		☐		☐
		05 LeonardRonnie S. Coleman, Jr.		☐		☐		☐
		06 Susan S. DenisonHawkins		☐		☐		☐

	1009 Linda Johnson Rice		☐		☐		☐
	1110 Valerie M. Williams		☐		☐		☐

The Board of DirectorsUNANIMOUSLY Recommends a VoteFOR Items 2 and 3.

2.

Advisory resolution to approve executive compensation.

☐

For

☐

Against

☐

Abstain

3.

Ratification of the appointment of KPMG LLP as the Company’sCompany's independent auditors for the 20192022 fiscal year.

☐

For

☐

Against

☐

Abstain

The Board of DirectorsUNANIMOUSLY Recommends a VoteAGAINST Item 4.

4.

Shareholder proposal requiring an independent Board Chairman.regarding political spending disclosure.

☐

For

☐

Against

☐

Abstain

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTEDFOR ALL NOMINEES IN ITEM 1,FOR ITEMS 2 AND 3 ANDAGAINST ITEM 4.

	Date
					Signature(s) in Box
					Please sign exactly as your name(s) appears on the Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.

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ANNUAL MEETING OF SHAREHOLDERS

Monday,Tuesday, May 20, 20193, 2022
10:00 a.m. Eastern Daylight Time

C SpaceThe Ritz-Carlton, Charlotte
290 Congress201 East Trade Street 7th Floor
Boston, MA 02210Charlotte, NC 28202

For your reference, the Proxy Statement to solicit proxies for our 20192022 Annual Meeting of Shareholders and our
20182021 Annual Report to Shareholders are available, beginning April 10, 2019,March 24, 2022, at:
https://materials.proxyvote.com/681919

Omnicom Group Inc. 437 Madison280 Park Avenue New York, NY 1002210017	proxy
This proxy is solicited by the Board of Directors for use at the Annual Meeting on Monday,Tuesday, May 20, 2019.3, 2022.

The shares of stock you hold in your account or in a dividend reinvestment account will be voted as you specify on the reverse side.

If no choice is specified, the proxy will be voted “FOR”"FOR" all nominees in Item 1, “FOR”"FOR" Items 2 and 3, and “AGAINST”"AGAINST" Item 4, and in the discretion of the proxies upon such other matters as may properly come before the Annual Meeting.

By signing the proxy, you revoke all prior proxies and appoint Philip J. Angelastro and Michael J. O’Brien,O'Brien, and each of them with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and postponements or adjournments.

If the undersigned is a participant in our employee retirement savings plan and/or our employee stock purchase plan and has Omnicom stock allocated to his or her account(s), then the undersigned directs the trustee or the administrator of the relevant plan likewise to appoint the above-named individuals as proxies to vote and act with respect to all shares of such stock so allocated in the manner specified on the reverse of this card and in their discretion on all matters as may properly come before the meeting. If you are such a participant and your voting instructions are not received by 11:59 p.m. Eastern Daylight Time, on Wednesday, May 15, 2019,Thursday, April 28, 2022, the trustee of the employee retirement saving plan will vote your plan shares in the same proportion as it votes all other shares in the plan for which it has received timely voting instructions and the administrator of the employee stock purchase plan will not vote your shares.

Vote by Internet, Telephone or Mail
24 Hours a Day, 7 Days a Week

Your phone or Internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.

INTERNET	PHONE	MAIL
www.proxypush.com/omc	1-866-883-3382
		Mark, sign and date your proxy
Use the Internet to vote your proxy	Use a touch-tone telephone to	card and return it in the
until 11:59 p.m. Eastern Daylight Time	vote your proxy until 11:59 p.m. Eastern	postage-paid envelope provided.
on Sunday,Monday, May 19, 20192, 2022 or, for	Daylight Time on Sunday,Monday, May 19, 20192, 2022 or,
shares held in Omnicom employee	for shares held in Omnicom employee
plans, 11:59 p.m. Eastern Daylight	plans, 11:59 p.m. Eastern Daylight Time
Time on Wednesday, May 15, 2019.Thursday, April 28, 2022.	on Wednesday, May 15, 2019.Thursday, April 28, 2022.

If you vote your proxy by Internet or by telephone, you do NOT need to mail back your Proxy Card.

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