Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - INTERPUBLIC GROUP OF COMPANIES, INC. | exhibit101.htm |
| EX-10.2 - EXHIBIT 10.2 - INTERPUBLIC GROUP OF COMPANIES, INC. | exhibit102.htm |
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 22, 2014
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.) |
1114 Avenue of the Americas, New York, New York | 10036 | |
(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))
Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Interpublic Group 2014 Performance Incentive Plan
On May 22, 2014, at the annual meeting of shareholders of The Interpublic Group of Companies, Inc. (“IPG,” “Interpublic” or the “Company”), Interpublic’s shareholders approved The Interpublic Group 2014 Performance Incentive Plan (the “Plan”). The Company’s Board of Directors, upon the recommendation of its Compensation and Leadership Talent Committee (the “Committee”), approved the Plan on March 27, 2014, subject to the approval of Interpublic’s shareholders. The Plan replaces the 2009 Performance Incentive Plan (the “2009 PIP”) as Interpublic’s incentive compensation plan.
The number of IPG common shares available for grants of all equity awards under the Plan will be 28.75 million shares (subject to the terms and conditions of the Plan, including any adjustment provisions). Upon approval of the Plan, any shares authorized but not subject to then-outstanding awards under the 2009 PIP were extinguished under the 2009 PIP.
A more detailed description of the Plan is contained in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 11, 2014 (the “Proxy Statement”), under the heading “Item 4: Proposal to Adopt The Interpublic Group 2014 Performance Incentive Plan,” which description is incorporated herein by reference and is filed herewith as Exhibit 99.1. The foregoing description is qualified in its entirety to the full text of the Plan, which is filed as Exhibit 10.1 hereto.
The Interpublic Group Executive Performance (162(m)) Plan
On May 22, 2014, at the IPG annual meeting of shareholders, the Company’s shareholders approved The Interpublic Group Executive Performance (162(m)) Plan (the “EPP”). The Company’s Board of Directors adopted the EPP on March 27, 2014, subject to the approval of Interpublic’s shareholders.
A more detailed description of the EPP is contained in the Company’s Proxy Statement under the heading “Item 5: Proposal to Adopt The Interpublic Group Executive Performance (162(m)) Plan,” which description is incorporated herein by reference and is filed herewith as Exhibit 99.1. The foregoing description is qualified in its entirety to the full text of the EPP, which is filed as Exhibit 10.2 hereto.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The annual meeting of shareholders of The Interpublic Group of Companies, Inc. was held on May 22, 2014.
(b) The following matters were voted upon with the final results indicated below.
1. | The nominees listed below were elected directors until the next annual meeting of shareholders with the respective votes set forth opposite their names: |
BROKER | ||||
NOMINEE | FOR | AGAINST | ABSTAIN | NON-VOTES |
Jocelyn Carter-Miller | 355,470,202 | 378,326 | 969,415 | 15,545,788 |
Jill M. Considine | 341,218,160 | 14,625,882 | 973,901 | 15,545,788 |
Richard A. Goldstein | 351,546,902 | 4,208,347 | 1,062,694 | 15,545,788 |
Mary J. Steele Guilfoile | 355,408,221 | 439,443 | 970,279 | 15,545,788 |
H. John Greeniaus | 351,552,517 | 4,266,838 | 998,588 | 15,545,788 |
Dawn Hudson | 355,450,202 | 397,259 | 970,482 | 15,545,788 |
William T. Kerr | 355,075,269 | 773,436 | 969,238 | 15,545,788 |
Michael I. Roth | 342,567,953 | 12,289,372 | 1,960,618 | 15,545,788 |
David M. Thomas | 353,701,331 | 2,146,178 | 970,434 | 15,545,788 |
2. | A proposal to approve confirmation of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2014 was approved with the votes set forth below: |
For | 367,894,663 |
Against | 3,460,474 |
Abstain | 1,008,594 |
There were no broker non-votes.
3. | An advisory ballot question on named executive officer compensation was approved with the votes set forth below: |
For | 348,581,935 | |
Against | 6,877,188 | |
Abstain | 1,358,820 | |
Broker non-votes | 15,545,788 | |
4. | A proposal to adopt The Interpublic Group 2014 Performance Incentive Plan was approved with the votes set forth below: |
For | 343,926,737 | |
Against | 11,865,221 | |
Abstain | 1,025,985 | |
Broker non-votes | 15,545,788 | |
5. | A proposal to adopt The Interpublic Group Executive Performance (162(m)) Plan was approved with the votes set forth below: |
For | 345,391,936 | |
Against | 10,402,504 | |
Abstain | 1,023,503 | |
Broker non-votes | 15,545,788 | |
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1: The Interpublic Group 2014 Performance Incentive Plan (filed pursuant to Item 5.02(e))
Exhibit 10.2: The Interpublic Group Executive Performance (162(m)) Plan (filed pursuant to Item 5.02(e))
Exhibit 99.1: | The section under the heading “Item 4: Proposal to Adopt The Interpublic Group 2014 Performance Incentive Plan,” contained in the Company’s definitive Proxy Statement (incorporated by reference to the Company’s definitive Proxy Statement on Schedule 14A filed on April 11, 2014) |
Exhibit 99.2: | The section under the head “Item 5: Proposal to Adopt The Interpublic Group Executive Performance (162(m)) Plan,” contained in the Company’s defined Proxy Statement (incorporated by reference to the Company’s definitive Proxy Statement on Schedule 14A filed on April 11, 2014) |
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.
THE INTERPUBLIC GROUP OF COMPANIES, INC. | ||
Date: May 28, 2014 | By: | /s/ Andrew Bonzani |
Name: Andrew Bonzani Title: Senior Vice President, General Counsel and Secretary | ||