SEC 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 19, 2016
 
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))





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 19, 2016.

(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
313,645,861
1,957,480
 
120,801
17,677,640
Deborah G. Ellinger
315,227,730
398,575
 
97,837
17,677,640
H. John Greeniaus
310,415,372
5,147,468
 
161,302
17,677,640
Mary J. Steele Guilfoile
313,379,693
2,241,866
 
102,583
17,677,640
Dawn Hudson
315,425,714
202,698
 
95,730
17,677,640
William T. Kerr
312,361,320
3,246,502
 
116,320
17,677,640
Henry S. Miller
307,457,842
8,146,872
 
119,428
17,677,640
Jonathan F. Miller
305,495,004
10,122,518
 
106,620
17,677,640
Michael I. Roth
302,221,181
12,451,142
 
1,051,819
17,677,640
David M. Thomas
311,255,381
4,333,558
 
115,203
17,677,640



2.
A proposal to approve confirmation of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2016 was approved with the votes set forth below:

For
328,147,822
 
Against
5,073,596
 
Abstain
180,364
 

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
306,335,673
 
Against
8,651,275
 
Abstain
737,194
 
Broker non-votes
17,677,640
 





4.
A proposal to adopt The Interpublic Group of Companies, Inc. Employee Stock Purchase Plan (2016) was approved with the votes set forth below:


For
314,124,195
 
Against
1,524,351
 
Abstain
75,596
 
Broker non-votes
17,677,640
 


5.
A shareholder proposal requesting that the Board of Directors take the steps necessary to implement shareholder proxy access for director nominees was approved with the votes set forth below:


For
208,083,738
 
Against
107,335,839
 
Abstain
304,565
 
Broker non-votes
17,677,640
 


6.
A shareholder proposal regarding an independent Board chairman was defeated with the votes set forth below:


For
49,712,122
 
Against
265,721,778
 
Abstain
290,242
 
Broker non-votes
17,677,640
 







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 19, 2016
By:        /s/ Andrew Bonzani                           
 
Name:   Andrew Bonzani
Title:     Senior Vice President, General Counsel and Secretary