UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM 8-K
_______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 25, 2017
|
| | |
| The Interpublic Group of Companies, Inc. |
| (Exact Name of Registrant as Specified in Charter) |
Delaware | 1-6686 | 13-1024020 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| | | |
| 909 Third Avenue, New York, New York | 10022 |
| (Address of Principal Executive Offices) | (Zip Code) |
| | |
| Registrant’s telephone number, including area code: 212-704-1200 |
| |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of stockholders of The Interpublic Group of Companies, Inc. was held on May 25, 2017.
(b) The following matters were voted upon with the final results indicated below.
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| 1. | The nominees listed below were elected directors until the next annual meeting of stockholders with the respective votes set forth opposite their names: |
|
| | | | | | | | |
| | | | | BROKER |
| NOMINEE | FOR | AGAINST | ABSTAIN | NON-VOTES |
| | | | | |
| Jocelyn Carter-Miller | 334,555,029 |
| 2,094,839 |
| 52,612 |
| 15,059,754 |
|
| H. John Greeniaus | 329,445,318 |
| 7,188,867 |
| 68,295 |
| 15,059,754 |
|
| Mary J. Steele Guilfoile | 334,643,639 |
| 2,006,955 |
| 51,886 |
| 15,059,754 |
|
| Dawn Hudson | 336,378,141 |
| 273,535 |
| 50,804 |
| 15,059,754 |
|
| William T. Kerr | 331,060,371 |
| 5,568,333 |
| 73,776 |
| 15,059,754 |
|
| Henry S. Miller | 331,374,979 |
| 5,252,764 |
| 74,737 |
| 15,059,754 |
|
| Jonathan F. Miller | 331,220,149 |
| 5,404,557 |
| 77,774 |
| 15,059,754 |
|
| Michael I. Roth | 319,071,966 |
| 16,221,817 |
| 1,408,697 |
| 15,059,754 |
|
| David M. Thomas | 333,405,693 |
| 3,229,062 |
| 67,725 |
| 15,059,754 |
|
|
| |
| 2. | A proposal to approve confirmation of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2017 was approved with the votes set forth below: |
|
| | | |
| For | 346,707,826 |
| |
| Against | 4,893,810 |
| |
| Abstain | 160,598 |
| |
There were no broker non-votes.
|
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| 3. | An advisory ballot question on named executive officer compensation was approved with the votes set forth below: |
|
| | | |
| For | 322,872,360 |
| |
| Against | 13,082,293 |
| |
| Abstain | 747,827 |
| |
| Broker non-votes | 15,059,754 |
| |
|
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| 4. | An advisory ballot question on the frequency of stockholder advisory votes on executive compensation resulted in the votes set forth below: |
|
| | | |
| Every year | 303,060,266 |
| |
| Every two years | 1,482,370 |
| |
| Every three years | 31,983,132 |
| |
| Abstain | 176,712 |
| |
| Broker non-votes | 15,059,754 |
| |
(d) In light of stockholder support for the Board’s recommendation to conduct annual advisory stockholder votes on named executive officer compensation, IPG will include an advisory vote on named executive officer compensation every year in its proxy materials, although it reserves the right to reevaluate this policy at any time.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | THE INTERPUBLIC GROUP OF COMPANIES, INC. |
| Date: May 30, 2017 | By: /s/ Andrew Bonzani |
| | Name: Andrew Bonzani Title: Senior Vice President, General Counsel and Secretary |
