Omnicom Group Inc. · NYSE:OMC

Omnicom — Proxy Contest (April 2016)

7 slides from Omnicom's proxy contest presentation, Apr 26, 2016

  1. Slide 1: Omnicom Update on Corporate Governance Developments

    Omnicom Investor Presentation April 2016 Update on Corporate Governance Developments

  2. Slide 2: Index

    Index April 2016 1 1. Shareholder Outreach and Engagement 2. Board Responded to Shareholder Concerns - Proposal for Independent Board Chair is Not Warranted 3. Board’s Actions in Response to Shareholder Feedback 4. Expanded and Clarified Lead Independent Director Role 5. Shareholder Proposal Regardi

  3. Slide 3: Shareholder Outreach and Engagement

    Shareholder Outreach and Engagement Note: Additional details regarding our shareholder outreach effort can be found in the 2016 Proxy Statement April 2016 2 ▪ Last year, a shareholder proposal requiring future Chairmen of the Board to be independent received 54% of the votes cast ▪ To discuss this ,

  4. Slide 4: Board Responded to Shareholder Concerns – Proposal for Independent Board Chair is Not Warranted

    Board Responded to Shareholder Concerns – Proposal for Independent Board Chair is Not Warranted Note: Additional details regarding our shareholder outreach effort can be found in the 2016 Proxy Statement April 2016 3 ▪ The board took significant action to address shareholder concerns regarding tenur

  5. Slide 5: Board’s Actions in Response to Shareholder Feedback

    Board’s Actions in Response to Shareholder Feedback 4 April 2016 ▪ Initiated shareholder outreach and e ngagement – Reached out to over 68% of our shareholders to discuss a variety of matters, including board leadership and composition, director tenure, board refreshment, succession planning, execut

  6. Slide 6: Expanded and Clarified Lead Independent Director Role

    Expanded and Clarified Lead Independent Director Role 5 ▪ The Lead Independent Director is elected annually by the independent directors ▪ The Lead Independent Director would typically serve as a member of the Governance Committee and, as such, participate in director and CEO succession planning ▪ T

  7. Slide 7: EEO Disclosure is Already Robust – Shareholder Proposal is Unnecessary

    EEO - 1 Disclosure is Already Robust – Shareholder Proposal to Require Additional Disclosure is Unnecessary 6 ▪ 12 professionals dedicated full - time to promoting diversity and inclusion efforts at every level of our organization, including:  Omnicom Professional Employee Network, led by 10 senior

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