Document


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.
        
    
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.

    
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

 





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.
 
 
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