Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 17, 2024, the Board of Directors (the "Board") of Omnicom Group Inc. (the "Company") adopted amendments to the Company's amended and restated by-laws (as amended, the "Amended and Restated By-Laws"), which became effective the same day. Among other things, the amendments effected by the Amended and Restated By-Laws:
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update the notice period for shareholders to bring matters before a meeting of shareholders to be, in the case of an annual meeting of shareholders, not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year's annual meeting of shareholders and, in the case of a special meeting of shareholders, not earlier than 120 days prior to such special meeting nor later than 90 days prior to such special meeting or, if later, the 10th day following public disclosure of such meeting;
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address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board's nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;
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enhance disclosure requirements in connection with shareholder nominations of directors and submissions of proposals regarding other business at shareholder meetings, including, without limitation, by requiring additional background information and disclosures regarding proposing shareholders, proposed director nominees and business, and other persons related to or particiapting in a shareholder's solicitation of proxies;
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require any candidate for the Board nominated by a shareholder to provide certain background information and representations regarding disclosure of voting or compensation arrangements, compliance with the Company's policies and guidelines and intent to serve the entire term;
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require that all disclosures included in a shareholder's notice of nominations or proposals regarding other business be updated so that they are accurate as of the shareholder meeting record date and as of ten business days prior to the shareholder meeting;
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enhance procedural mechanics and disclosure requirements for shareholders to call a special meeting; and
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require that a shareholder soliciting proxies from other shareholders use a proxy card color other than white, which will be reserved for exclusive use by the Board.
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The Amended and Restated By-Laws also include certain technical, conforming, modernizing and clarifying changes.
As a result of the amendments discussed above, if a shareholder intends to present a proposal (which is not to be included in the Company's proxy materials) or nominate a person for election at the Company's 2025 annual meeting of shareholders, the Company must receive written notice no earlier than January 7, 2025, and no later than February 6, 2025, to be timely, in accordance with the procedures set forth in the Amended and Restated By-Laws.
The foregoing description of the changes contained in the Amended and Restated By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated By-Laws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
