OMNICOM GROUP INC.
437 Madison Avenue
New York, New York 10022
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Meeting Date ..................... Tuesday, May 22, 2001
Time ............................. 10:00 A.M., Eastern Time
Place ............................ BBDO Worldwide Inc.
7th Floor Meeting Room
1285 Avenue of the Americas
(between 51st and 52nd Streets)
New York, New York
Subject .......................... Election of five directors
Record Date ...................... April 6, 2001
Shareholders will also transact any other business that is properly
brought before the meeting. At this time, the Board of Directors knows of no
other proposals or matters that will be presented.
Please sign, date and return your proxy card in the enclosed envelope, or
vote by telephone or internet (instructions are on your proxy card), so that
your shares will be represented whether or not you attend the Annual Meeting.
A copy of Omnicom's Annual Report for 2000 is enclosed.
By order of the Board of Directors
BARRY J. WAGNER
Secretary
New York, New York
April 11, 2001
CONTENTS
Election of Directors ..................................................... 1
Director Information ................................................... 2
Board Committees ....................................................... 4
Audit Committee ..................................................... 4
Compensation Committee .............................................. 4
Nominating Committee ................................................ 4
Meetings and Attendance ................................................ 5
Director Compensation .................................................. 5
Executive Compensation .................................................... 6
Summary Compensation Table ............................................. 6
Stock Options .......................................................... 7
Option Grants in Last Fiscal Year ................................... 7
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year End Option Values ..................................... 8
Long-Term Incentive Plan Awards ........................................ 8
Compensation Committee Report .......................................... 9
Compensation Committee .............................................. 9
Compensation Program for Executive Officers ......................... 9
Chief Executive Officer Compensation ................................ 10
Internal Revenue Code Section 162(m) ................................ 10
Termination of Employment Arrangements for Named Executive
Officers and Other Agreements ........................................ 11
BBDO and Mr. Rosenshine ............................................. 11
Omnicom and Messrs. Harrison, Mead, Reinhard and Wren ............... 11
DDB and Mr. Reinhard ................................................ 11
Other Agreements .................................................... 12
Performance Graph ...................................................... 13
Stock Ownership ........................................................... 14
Section 16(a) Beneficial Ownership Reporting Compliance ................ 15
Directors' and Officers' Liability Insurance .............................. 15
Audit Committee Report .................................................... 15
Independent Accountants ................................................... 16
Additional Information .................................................... 16
Record Date; Shares Outstanding ........................................ 16
Quorum ................................................................. 16
Voting ................................................................. 16
Voting by Street Name Holders .......................................... 17
Default Voting ......................................................... 17
Right to Revoke ........................................................ 17
Tabulation of Votes .................................................... 17
Proxy Solicitation ..................................................... 17
Shareholder Proposals ..................................................... 17
OMNICOM GROUP INC.
437 Madison Avenue
New York, New York 10022
----------
PROXY STATEMENT
Omnicom's Board of Directors is using this proxy statement to solicit
proxies for the Omnicom 2001 Annual Meeting of Shareholders. This proxy
statement and the related proxy card are being mailed on or about April 11,
2001. Each holder of Omnicom common stock is entitled to one vote for each share
held on April 6, 2001, which is the record date for the 2001 Annual Meeting.
You can vote your shares:
o through the internet at the website shown on the proxy card;
o by telephone using the toll-free number shown on the proxy
card;
o by returning the enclosed proxy card; or
o in person at the 2001 Annual Meeting.
Votes submitted through the internet or by telephone must be received by 5:00
P.M., Eastern Time, on May 21, 2001 to be counted at the 2001 Annual Meeting.
Internet and telephone voting are available 24 hours a day and, if you use one
of these methods, you do not need to return a proxy card. If you attend the 2001
Annual Meeting and vote in person, your vote will supersede any earlier voting
instructions.
ELECTION OF DIRECTORS
The only matter scheduled to be voted on at the Annual Meeting is the
election of five directors. Omnicom's Board of Directors consists of 17 members,
divided into three classes that serve staggered three-year terms. The current
term of the Class I directors expires in 2002 and the current term of the Class
II directors expires in 2003.
The directors elected at the 2001 Annual Meeting will be elected into
Class III for terms expiring in 2004. The Board of Directors has nominated John
D. Wren, Bruce Crawford, Richard I. Beattie, Keith L. Reinhard and Allen
Rosenshine to be elected into Class III. All of these individuals currently
serve as Omnicom directors.
The Board of Directors recommends a vote "FOR" all nominees.
Omnicom's Board of Directors has no reason to believe that any of its
nominees would be unable or unwilling to serve if elected. If a nominee becomes
unable or unwilling to accept nomination or election, the Board will select a
substitute nominee. If you have submitted a proxy and a substitute nominee is
selected, your shares will be voted for the substitute nominee.
In accordance with the bylaws, directors are elected by a plurality of the
votes cast. That means the five nominees will be elected if they receive more
affirmative votes than any other nominees.
Director Information
Set forth below is biographical and other information about Omnicom's
directors and nominees for election as directors.
John D. Wren Mr. Wren is President and Chief Executive Officer
Class III of Omnicom, a position he has held since January
Age: 48 1, 1997. Prior to 1997, he served as President of
Director since 1993 Omnicom. Mr. Wren is a director of AGENCY.COM LTD.
Bruce Crawford Mr. Crawford is Chairman of Omnicom, a position he
Class III has held since 1995. Mr. Crawford is a director of
Age: 72 Advo Inc.
Director since 1989
Richard I. Beattie Mr. Beattie is a partner of Simpson Thacher &
Class III Bartlett, a law firm, where he serves as Chairman
Age: 62 of the Executive Committee. Mr. Beattie is a
Director since 2000 director of Harley-Davidson, Inc.
Bernard Brochand Mr. Brochand is Vice Chairman of DDB Worldwide
Class I Communications Group Inc., a subsidiary of
Age: 62 Omnicom.
Director since 1993
Robert J. Callander Mr. Callander was Executive-in-Residence at the
Class II Columbia School of Business from 1992 to 2000. Mr.
Age: 70 Callander is a director of Aramark Incorporated,
Director since 1992 Barnes Group Inc., Spectrum Health Services Inc.,
Chairman of the Audit Scudder Global High Income Fund, Scudder New Asia
Committee and member Fund, The Korea Fund, The Argentina Fund and The
of the Compensation Brazil Fund.
Committee
James A. Cannon Mr. Cannon is Vice Chairman and Chief Financial
Class I Officer of BBDO Worldwide Inc., a subsidiary of
Age: 62 Omnicom.
Director since 1986
Leonard S. Coleman, Jr. Mr. Coleman is Senior Advisor, Major League
Class I Baseball, a position he has held since November
Age: 52 1999. Previously, he was President, National
Director since 1993 League, Major League Baseball. Mr. Coleman is a
Member of the Audit director of New Jersey Resources, Owens Corning,
Committee and Avis Rent A Car, Incorporated, Cendant
Compensation Committee Corporation, H.J. Heinz Corporation and Radio
Unica.
Susan S. Denison Ms. Denison is a partner of The Cheyenne Group, an
Class II executive search firm, a position she has held
Age: 55 since July 1999. She served as a Partner at TASA
Director since 1997 Worldwide/Johnson, Smith & Knisely from 1997 to
Member of the Nominating 1999. She served as Executive Vice President,
Committee Entertainment and Marketing - Madison Square
Garden from 1995 to 1997.
Peter Foy Mr. Foy is the Chairman of Whitehead Mann Group,
Class I plc, a senior level search organization, a
Age: 60 position he has held since January 1, 2001. He was
Director since 1999 Chairman of Baring Brothers International, the
Member of the Audit corporate finance arm of ING's Investment Bank,
Committee from 1996 until 1998. He is a director of PepsiCo
Inc., P & O Group and Safeway PLC. Mr. Foy is a
member of the Faculty Board of Management Studies
at Oxford University and Fellow of St. Peter's and
St. Anne's Colleges, Oxford.
2
Michael Greenlees Mr. Greenlees is an Executive Vice President of
Class I Omnicom. He was President and Chief Executive
Age: 54 Officer of TBWA Worldwide Inc., a subsidiary of
Director since 2000 Omnicom from May 1998 through March 2001. Prior
thereto, he was Chairman and Chief Executive
Officer of GGT Group plc, which was acquired by
Omnicom in March 1998.
Thomas L. Harrison Mr. Harrison is Chairman and Chief Executive
Class I Officer of Diversified Agency Services, a division
Age: 53 of Omnicom.
Director since 1999
John R. Murphy Mr. Murphy is Vice Chairman of National Geographic
Class II Society, a position he has held since March 1998.
Age: 67 From May 1996 until March 1998, Mr. Murphy was
Director since 1996 President and Chief Executive Officer of National
Geographic Society. He is a trustee of Mercer
Member of the Audit University and the M.S.D.&T. mutual fund group,
Committee and Nominating and a director of Provant, Inc., SIRSI Inc. and
Committee Integral Systems Inc. Mr. Murphy is also a past
president of the U.S. Golf Association.
John R. Purcell Mr. Purcell is Chairman and Chief Executive
Class II Officer of Grenadier Associates Ltd., a merchant
Age: 69 banking and financial advisory firm. He served as
Director since 1986 Chairman of Donnelley Marketing, Inc., a database
Chairman of the Nominating direct marketing firm, from 1991 to 1996. He is a
Committee and member of director of Bausch & Lomb Inc., eLoyalty Corp. and
the Compensation Committee Journal Register Company.
Keith L. Reinhard Mr. Reinhard is Chairman and Chief Executive
Class III Officer of DDB.
Age: 66
Director since 1986
Linda Johnson Rice Ms. Rice is President and Chief Operating Officer
Class II of Johnson Publishing Company, Inc. and President
Age: 43 of Fashion Fair Cosmetics, a division of Johnson
Director since 2000 Publishing. In addition, she oversees the
editorial content of Ebony and Jet magazines. Ms.
Rice is a director of Bausch & Lomb Inc.,
Kimberly-Clark Corporation, VIAD Corp., Quaker
Oats Company, University of Southern California,
Northwestern Memorial Corporation, Catalyst,
National Underground Railroad Freedom Center and
the Princess Grace Foundation.
Allen Rosenshine Mr. Rosenshine is Chairman and Chief Executive
Class III Officer of BBDO.
Age: 62
Director since 1986
Gary L. Roubos Mr. Roubos was Chairman of Dover Corporation, a
Class I diversified industrial manufacturing corporation,
Age: 64 from May 1989 to May 1999, and Chief Executive
Director since 1986 Officer of that company from January 1981 to May
Chairman of the Compensation 1994. He is a director of Dover Corporation and
Committee and member of Bell & Howell Company.
the Nominating Committee
3
Board Committees
Omnicom's Board of Directors maintains three standing committees: Audit,
Compensation and Nominating.
Audit Committee
The Audit Committee's primary responsibilities are to:
o recommend to the Board of Directors the appointment of
independent public accountants to audit Omnicom's books and
records, assess the independence of the public accountants,
and review the impact of retaining the independent public
accountants for non-audit related services;
o review with the independent public accountants the proposed
scope and administration of their audit of Omnicom's financial
statements, Omnicom's internal control structure which
determines the scope of the audit, and the estimated audit
fees;
o review with the independent public accountants and Omnicom's
management the results of the annual audit;
o review with Omnicom's internal auditors the proposed scope of
their annual activities and resulting reports from those
activities;
o review the Code of Business Conduct utilized by Omnicom's
subsidiaries;
o review Omnicom's public reporting policies and practices;
o review activities undertaken by Omnicom's management; and
o report to the Board of Directors on its activities.
The Audit Committee's report for 2000 appears on page 15.
Compensation Committee
The Compensation Committee's primary responsibilities are to:
o review the compensation policies of Omnicom and its principal
subsidiaries and, when appropriate, make recommendations
concerning those policies to Omnicom's Chief Executive
Officer;
o review proposed compensation plans in which officers or
directors will participate and, when appropriate, make
recommendations regarding the proposed plans to Omnicom's
Chief Executive Officer;
o administer and grant awards and options under equity-based
compensation plans;
o make recommendations to the Board of Directors regarding
compensation for Omnicom's Chief Executive Officer; and
o review management recommendations with the Chief Executive
Officer and determine compensation for any executive officer
whose compensation is required to be disclosed in Omnicom's
proxy statement.
The Compensation Committee also has discretionary authority to establish
compensation arrangements for executive officers under the 1998 Incentive
Compensation Plan that are intended to qualify as performance-based compensation
for purposes of Section 162(m) of the Internal Revenue Code.
The Compensation Committee's report for 2000 appears on page 9.
Nominating Committee
The Nominating Committee's primary responsibilities are to consider and
make recommendations to the Board of Directors regarding:
o the composition and size of Omnicom's Board of Directors and
board committees;
o the criteria for evaluating candidates for director;
o potential nominees for election to the Board of Directors; and
o potential conflicts of interest arising as a result of other
positions held by Omnicom directors.
4
The Nominating Committee also considers written recommendations by
shareholders of nominees for director positions if they are accompanied by a
reasonably comprehensive resume of the recommended nominee's business experience
and background and a consent signed by the recommended nominee. Shareholders
should send their recommendations to the offices of Omnicom, Attention:
Corporate Secretary.
Meetings and Attendance
During 2000, Omnicom's Board of Directors met five times, its Audit
Committee met four times, its Compensation Committee met three times, and its
Nominating Committee met two times. All directors attended at least 80% of the
total number of meetings of the Board of Directors and committees on which they
serve, except for Mr. Brochand, who resides in France and attended 60% of these
meetings.
Director Compensation
Each director who is not an employee of Omnicom or its subsidiaries is
paid:
o a monthly retainer of $2,000;
o a fee of $2,000 for attendance at the first meeting of the
Board of Directors or a committee of the Board of Directors on
a given day; and
o a fee of $1,500 for attendance at any subsequent meeting on
the same day.
Employees of Omnicom or its subsidiaries do not receive compensation for
serving as a director.
Each non-employee director of Omnicom may elect to receive a portion of
his or her annual retainer for the following year's service (up to a percentage
that the Board of Directors determines) in shares of common stock. This election
must be made no later than December 15, and the distribution is based on the
fair market value of the common stock on December 15.
In addition, each non-employee director receives an annual grant of 250
restricted shares of common stock, subject to anti-dilution adjustments, on the
first business day after each annual meeting of Omnicom shareholders.
5
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the total compensation for each of the last
three years for the Chief Executive Officer and the four most highly compensated
executive officers of Omnicom and its subsidiaries. These persons are referred
to as "Named Executive Officers" in this proxy statement.
Annual Compensation Long Term Compensation Awards
---------------------- -------------------------------------
Shares Long-Term
Name and Restricted Underlying Incentive All Other
Principal Stock Stock Plan Compen-
Position Year Salary($) Bonus($) Awards($)(1) Options(#) Payouts($) sation($)(2)
--------- ---- ---------- -------- ------------ ---------- ---------- ------------
John D. Wren ............. 2000 $875,000 $2,200,000 -- -- -- $23,737
President and Chief 1999 875,000 2,550,000 -- 1,500,000 -- 22,158
Executive Officer 1998 875,000 2,550,000 -- 200,000 -- 22,552
of Omnicom
Thomas L. Harrison ....... 2000 $825,000 $2,200,000 -- 125,000 -- $54,443
Chairman and Chief 1999 825,000 2,500,000 -- 70,000 -- 52,210
Executive Officer of
Diversified Agency
Services
Peter Mead ............... 2000 $750,000 $2,137,500 -- 50,000 -- $92,839
Vice Chairman of
Omnicom
Keith L. Reinhard ........ 2000 $925,000 $2,200,000 -- 125,000 -- $27,390
Chairman and 1999 925,000 2,295,000 -- 90,000 -- 27,506
Chief Executive 1998 925,000 2,065,000 -- 80,000 -- 26,672
of DDB
Allen Rosenshine ......... 2000 $985,000 $2,025,000 -- 200,000 -- $24,558
Chairman and Chief 1999 925,000 2,400,000 -- 110,000 $750,000 26,664
Executive Officer 1998 893,750 2,400,000 -- 110,000 -- 27,627
of BBDO
----------
(1) As of December 31, 2000:
o Mr. Wren held 33,836 shares of restricted stock with a net pre-tax
value of $2,786,273;
o Mr. Harrison held 26,800 shares of restricted stock with a net
pre-tax value of $2,204,492;
o Mr. Reinhard held 19,200 shares of restricted stock with a net
pre-tax value of $1,582,848; and
o Mr. Rosenshine held 40,400 shares of restricted stock with a net
pre-tax value of $3,326,676.
The net pre-tax value was determined by subtracting the consideration paid
for the shares from the fair market value of the shares on December 31,
2000 ($82.69). Dividends will be payable on the shares to the extent paid
on Omnicom's common stock generally, regardless of whether the shares are
vested or unvested at the time. Twenty percent of the shares of restricted
stock vest on each of the first five anniversaries of the grant.
(2) All Other Compensation paid for the year ended December 31, 2000 consists
of:
o employer contributions to Omnicom's Group Profit Sharing Retirement
Plan in the amount of $22,100 on behalf of each of Messrs. Wren and
Harrison; $18,700 on behalf of Mr. Rosenshine; and $11,900 on behalf
of Mr. Reinhard;
o an employer contribution to the Abbott Mead Vickers plc Small Self
Administered Executive Pension Scheme in the amount of $89,888 on
behalf of Mr. Mead;
o an employer contribution to the DDB/TLP Joint Savings Plan in the
amount of $6,800 on behalf of Mr. Reinhard; and
o employer premium payments for life insurance in the amount of $1,637
for Mr. Wren, $32,343 for Mr. Harrison, $2,951 for Mr. Mead, $8,690
for Mr. Reinhard and $5,858 for Mr. Rosenshine.
6
Stock Options
Option Grants in Last Fiscal Year
The following table shows option grants to Named Executive Officers in
2000.
Individual Grants
--------------------------------------
Number % of Total
of Shares Options
Underlying Granted to Exercise
Options Employees Price Expiration
Name Granted(#)(1) in 2000 ($ per Share) Date(2) Value at Grant Date(3)
---------- ------------ ---------- ----------- ---------- ---------------------
John D. Wren ......... -- -- -- -- --
Thomas L. Harrison ... 125,000 5.2301% $78.3125 March 8, 2010 $2,326,250
Peter Mead ........... 50,000 2.0921% 78.3125 March 8, 2010 930,500
Keith L. Reinhard .... 125,000 5.2301% 78.3125 March 8, 2010 2,326,250
Allen Rosenshine ..... 200,000 8.3682% 78.3125 March 8, 2010 3,722,000
----------
(1) Each option becomes exercisable as to 30% of the total shares covered on
each of the first two anniversaries of the grant and as to the remaining
40% on the third anniversary of the grant. Each option is a non-qualified
stock option, and Omnicom is entitled to a tax deduction at the time of
exercise equal to the excess of the fair market value of the acquired
shares over the exercise price of the option.
(2) If the executive's employment with Omnicom terminates:
o voluntarily or for cause, all outstanding options will be canceled;
o due to retirement or involuntary termination by Omnicom, options
outstanding for less than 12 months will be canceled and other
outstanding options will become exercisable in full for 36 months
following termination; or
o due to total disability or death, all outstanding options will
become exercisable for 36 months following termination.
If there is a change of control of Omnicom, outstanding options will
become exercisable at the effective time of the transaction unless the
surviving parent entity assumes the outstanding options or substitutes new
options for the outstanding options on identical or more favorable terms.
(3) These numbers show hypothetical values computed under the Black-Scholes
option pricing model. This model is a complicated mathematical formula
that makes assumptions about stock option features. A number of these
assumptions do not apply to the options we grant to our Named Executive
Officers and other employees. In particular, the model assumes that
holders can exercise stock options immediately and freely transfer them.
For these reasons, we caution that the values shown in the table are
theoretical and may not reflect the amounts that option holders will
realize. Whether an option holder realizes value and how much this value
is will depend on what our share price is relative to the exercise price.
The assumptions we used here are consistent with the assumptions used to
report stock option valuations in our 2000 Annual Report to Shareholders.
The assumptions for valuing the March 2000 grants are:
o The exercise price is the same as our share price on the grant date.
o A five-year life for each option. This is the typical amount of time
that passes before holders of our options exercise them.
o Expected dividend yield of 0.6%. This reflects the yield on a share
of our stock at the grant date.
o Expected stock price volatility of 21.88%. This was calculated using
the most recent volatility for the month end stock prices for our
common shares over the 60 months prior to the grant date.
o A risk-free rate of return that an investor could expect for a
five-year term commencing with the same grant date and expected life
as our options. For this, we utilized the yield on U.S. Treasury
securities for that term on the grant date.
In addition, a discount of 25% was applied to the theoretical value of
each option to reflect the risk of forfeiture and transfer restrictions.
7
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year End Option Values
The following table provides information about option exercises by the
Named Executive Officers in 2000, and the value of their unexercised options at
the end of 2000. The value realized was calculated by subtracting the exercise
price from the fair market value of Omnicom's common stock on the exercise date.
The value of unexercised in-the-money options at December 31, 2000 was
calculated by subtracting the exercise price of in-the-money options from the
fair market value ($82.69) of Omnicom's common stock on December 31, 2000.
Number of Shares
Underlying Value of Unexercised
Unexercised In-the-Money
Number Options at Options at
of Shares December 31, 2000(#) December 31, 2000($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized ($) Unexercisable Unexercisable
---- ----------- ------------ ------------------- --------------------
John D. Wren .................... -- -- 1,303,800/1,130,000 $50,052,347/0
Thomas L. Harrison .............. -- -- 39,000/186,000 1,081,035/1,869,528
Peter Mead ...................... -- -- -- --
Keith L. Reinhard ............... 140,000 $10,724,683 355,000/220,000 19,377,443/2,910,238
Allen Rosenshine ................ 120,000 9,456,030 919,000/321,000 58,331,345/3,959,240
Long-Term Incentive Plan Awards
The following table shows all long-term incentive plan awards to the Named
Executive Officers in 2000.
Performance or
Number Other Period Estimated Future Payouts Under
of Shares, Until Non-Stock Price-Based Plans
Units or Other Maturation --------------------------------------------
Name Rights(#) or Payout Threshold($) Target Maximum($)
---- -------------- ----------- ------------ ------ ---------
John D. Wren (1) 2000 - 2002 $798,750 -- $4,393,125
Thomas L. Harrison (2) 2000 - 2002 239,625 -- 958,500
(1) 2000 - 2002 59,906 -- 239,625
Peter Mead -- -- -- --
Keith L. Reinhard -- -- -- -- --
Allen Rosenshine (2) 1999 - 2001 958,500 -- 2,236,500
(1) 1999 - 2001 239,625 -- 559,125
----------
(1) Messrs. Wren, Harrison and Rosenshine received awards of performance share
units under the 1998 Incentive Plan. The number of units will depend upon
earnings per share in the three-year award period:
o as measured from 1999 earnings per share, in the case of the awards
granted to Mr. Wren and Mr. Harrison for the 2000-2002 award period;
and
o as measured from 1998 earnings per share, in the case of the award
to Mr. Rosenshine for the 1999-2001 award period.
Each unit entitles the holder to payouts of cash and/or Omnicom common
stock (as determined by the Compensation Committee) up to the value of one
share of common stock on the date of payout. Maximum payouts will be made
if the average compound annual growth in Omnicom's earnings per share
equals or exceeds 120% for the award period. No payouts will be made if
growth in earnings per share is 110% or less. The threshold and maximum
payouts are representative amounts based on the fair market value of
Omnicom common stock on the grant date. There is no estimated future
target payout because no performance target for these performance units is
specified under the 1998 Incentive Plan.
(2) These awards have the same terms as the awards described above in note (1)
except that the number of units to which Messrs. Harrison and Rosenshine
will be entitled will depend upon the average compound annual growth in
the net profits of Diversified Agency Services or BBDO, respectively, in
the three-year award period, as measured from 1999 net profit in the case
of Mr. Harrison and 1998 net profit in the case of Mr. Rosenshine.
8
Compensation Committee Report
Compensation Committee
The members of the Compensation Committee of the Board of Directors are
Gary L. Roubos, who is the Chairman of the committee, Robert J. Callander,
Leonard S. Coleman, Jr. and John R. Purcell. Each member of the committee is an
outside director.
Compensation Program for Executive Officers
Omnicom's compensation program for its executive officers is designed to
attract and retain highly qualified personnel and to motivate them to achieve
corporate performance objectives and increase shareholder value. The program is
comprised of base salary and performance-related compensation in the form of an
incentive cash bonus and long-term stock-based awards intended to align
executive and shareholder interests.
The compensation of the Named Executive Officers is determined by the
Compensation Committee, and the compensation of the Chief Executive Officer is
subject to the approval of the Board of Directors. The Compensation Committee
considers the factors described below and the recommendations of the Chief
Executive Officer in determining the compensation of the Named Executive
Officers.
Base Salary
Adjustments in base salary for executive officers are discretionary and
generally are considered every 18 months. In determining base salary and
adjustments to base salary, the Compensation Committee considers:
o the executive's level of responsibility;
o the profitability of Omnicom and the business unit with which
the executive is associated; and
o the Compensation Committee's knowledge of executive
compensation practices of similar advertising agency holding
companies.
Omnicom's profitability is determined by reference to its earnings per share,
and profitability of a business unit is determined by reference to its net
profit. Salaries of executive officers who are not Named Executive Officers are
determined by the Chief Executive Officer.
Incentive Cash Bonuses
The annual cash bonus represents a substantial portion of the cash
compensation of executive officers. Omnicom intends that the annual cash bonus
will serve as an incentive to improve annual profitability. For 2000, annual
cash bonuses for the Named Executive Officers were awarded under the 1998
Incentive Plan, which is administered by the Compensation Committee.
Prior to or shortly after the beginning of the year, the Compensation
Committee determines the executive officers who will participate in the plan and
their incentive levels. The Compensation Committee establishes specific
performance goals for each participant based on business criteria and assigns
weights to the goals. Performance goals are based on one or more of the
following criteria: earnings per share, net income, operating margin, return on
equity, stockholder total return, revenue and cash flow. Each participant is
required to enter into an award agreement which will govern the payment of bonus
compensation.
At the end of the year, the Compensation Committee reviews the performance
of each participant against his or her performance goals. Awards are paid only
after the committee has certified in writing that the performance goals have
been attained. The committee considers the recommendations of the Chief
Executive Officer as to the Named Executive Officers other than the Chief
Executive Officer, and may reduce, but not increase, the amount of an award
otherwise payable to a participant upon attainment of the performance goals.
Restricted Stock and Stock Options
Restricted stock award grants for executive officers who are not Named
Executive Officers are recommended by the Chief Executive Officer and determined
by the Compensation Committee in a discretionary manner.
9
Restricted stock awards are granted by the Compensation Committee annually
to a relatively broad group of key executives, and 20% of the shares vest on
each of the first five anniversary dates of the award.
Stock options may be granted annually by the Compensation Committee to a
much smaller group of key executives (including executive officers) who have the
ability to influence increases in shareholder value. There is no target
ownership or grant level for executive officers.
In determining a stock option grant, the Compensation Committee considers,
on a discretionary basis, the executive's previous grant and the revenue growth
and profitability of Omnicom and the business unit with which the executive was
associated during the prior year. Except in unusual circumstances, the
Compensation Committee will not increase the size of a grant over the previous
grant for an executive associated with a business unit absent revenue or profit
growth by the unit over the prior year, or for an executive not associated with
a business unit absent revenue or profit growth by Omnicom over the prior year.
The per share option exercise price is not less than the fair market value
of a share of Omnicom's common stock on the grant date, and the option becomes
exercisable as to 30% of the shares on each of the first two anniversaries of
the grant and as to the remaining 40% on the third anniversary of the grant.
Restricted stock awards and stock options are intended to:
o align the long-term interests of the executive officers and
shareholders;
o serve as an incentive for executive officers to build
shareholder value; and
o provide a vehicle for retaining and attracting executive
officers and other key employees.
Performance Share Units
The Compensation Committee has granted certain executive officers the
right to earn performance share units. Performance share units entitle the
holder to payouts of cash and/or common stock, as determined by the Compensation
Committee, up to a maximum amount equal to the value of one share of common
stock on the payout date for each performance share.
The Compensation Committee awards performance share units based on the
committee's review of Omnicom's earnings per share growth over a three-year
period. If the executive officer is affiliated with one of Omnicom's
subsidiaries, the committee evaluates the officer using a formula which
considers both Omnicom's earnings per share growth over a three-year period and
the three-year net profit growth of that subsidiary.
Chief Executive Officer Compensation
Mr. Wren's salary has remained at the same level since January 1, 1997. He
received an award of performance share units in 2000 under the 1998 Incentive
Plan, the payout of which is scheduled to be made in 2003 based on the
three-year average growth in Omnicom's earnings per share. If average earnings
per share growth is 110% or less, no payout will be made. The Compensation
Committee may reduce any performance award Mr. Wren may otherwise be entitled to
receive.
Internal Revenue Code Section 162(m)
Section 162(m) places a limit of $1 million on the deductibility of
compensation Omnicom pays to its Chief Executive Officer and certain other
executive officers during each year unless the compensation qualifies as
"performance-based compensation."
The Compensation Committee intends to continue generally to seek to
structure Omnicom's incentive arrangements for the Chief Executive Officer and
certain executive officers of Omnicom in order to qualify the compensation
payments as "performance-based compensation" for purposes of Section 162(m);
however, the deductibility of compensation is only one factor that the Committee
expects to consider in assessing whether a particular arrangement is appropriate
given the goal of motivating executives to achieve corporate performance
objectives and increase shareholder value.
Gary L. Roubos, Chairman
Robert J. Callander
Leonard S. Coleman, Jr.
John R. Purcell
Members of the Compensation Committee
10
Termination of Employment Arrangements for Named Executive Officers and Other
Agreements
BBDO and Mr. Rosenshine
BBDO has agreed to make annual severance compensation payments to Mr.
Rosenshine for a period of up to ten years from when his employment ceases. The
length of the payment period will be determined on the basis of Mr. Rosenshine's
age and years of service with BBDO, its subsidiaries or its parent at the time
his employment ceases. BBDO is not obligated to make payments under this
agreement if Mr. Rosenshine's employment is terminated for cause. "Cause" means
misconduct involving willful malfeasance, such as breach of trust, fraud or
dishonesty.
The payment period under the agreement is ten years. The amount of an
annual payment under this agreement is limited to the lesser of:
o an assigned percentage of Mr. Rosenshine's annual salary; or
o an assigned percentage of the consolidated net profit before
tax of BBDO or its parent company, whichever is greater.
BBDO has agreed to make these payments for the payment period as long as
Mr. Rosenshine does not engage in activities harmful to, competitive with or of
the same nature as those of BBDO, and remains available to provide consulting
services to BBDO. If Mr. Rosenshine dies before the expiration of the payment
period, BBDO will pay 75% of Mr. Rosenshine's payment to his beneficiary for the
remainder of the payment period.
Omnicom and Messrs. Harrison, Mead, Reinhard and Wren
Under Omnicom's Executive Salary Continuation Plan, Omnicom has agreed to
make salary continuation payments to Messrs. Harrison, Mead, Reinhard and Wren
for a period of up to ten years from when the executive's employment ceases. The
period will be determined on the basis of the executive's age and years of
service with Omnicom or its subsidiaries at the time his employment ceases.
Omnicom is not obligated to make payments under these agreements if the
executive's employment with Omnicom or its subsidiaries is terminated for cause.
"Cause" means misconduct involving willful malfeasance, such as breach of trust,
fraud or dishonesty.
The payment period under these agreements is currently six years for Mr.
Harrison, eight years for Mr. Mead, ten years for Mr. Reinhard and seven years
for Mr. Wren. The amount of an annual payment is limited to the lesser of:
o an assigned percentage of up to 50% of the executive's annual
salary; or
o an assigned percentage of the consolidated net profit before
tax of Omnicom.
Omnicom has agreed to make these payments for the payment period as long
as the executive does not engage in activities harmful to, competitive with or
of the same nature as those of Omnicom, and remains available to provide
consulting services to Omnicom. If the executive dies before the expiration of
the payment period, Omnicom will pay 75% of the executive's payment to his
beneficiary for the remainder of the payment period. Any payments that may be
made to Mr. Reinhard under his agreement will be reduced by the value of
payments to be made under a prior agreement with DDB described below.
DDB and Mr. Reinhard
DDB has agreed to pay Mr. Reinhard or his beneficiary retirement
compensation on a monthly basis for ten years once Mr. Reinhard ceases to be
employed by DDB. The annual income that will be paid to Mr. Reinhard is the
greater of:
o $66,667; or
o one-third of his average annual salary during the last 60
months of his employment, subject to limited annual cost of
living adjustments.
11
Mr. Reinhard has agreed not to provide specified services to DDB's
competitors during the year after his employment ceases, or to engage in
specified competitive activities during the ten years after his employment
ceases. If Mr. Reinhard breaches these provisions, DDB may discontinue making
payments. Also, Mr. Reinhard has agreed, provided he is not disabled and is
under age 65, to provide consulting services to DDB when requested for up to
five days during each month he is entitled to receive payments. If Mr. Reinhard
fails to provide the requested consulting services, DDB may discontinue making
payments during the period in which Mr. Reinhard does not provide the requested
services.
DDB also has agreed to make monthly severance compensation payments to Mr.
Reinhard during the 15 months after his employment terminates, unless the
termination is for cause. "Cause" means dishonesty affecting DDB or conviction
of an indictable offense or crime involving moral turpitude; willful neglect or
refusal to perform assigned duties after warning; or willful acts expected to
injure the business of DDB. Each monthly payment will equal one-twelfth of Mr.
Reinhard's annual base salary at the date his employment terminates.
If DDB terminates his employment, the payments will be reduced by any
compensation earned by Mr. Reinhard from specified activities. If Mr. Reinhard
terminates his employment, the payments will cease if he fails to provide
requested consulting services, and the payments will be reduced by any
compensation earned by Mr. Reinhard during the payment period. Payments also
will cease if Mr. Reinhard dies during the payment period. Mr. Reinhard has
forfeited his right to compensation payments for termination of employment under
DDB policy for employees generally.
Other Agreements
Omnicom has entered into an employment agreement with Mr. Greenlees under
which he is entitled to an annual salary of at least $860,000 through March 31,
2003, and under which Mr. Greenlees was nominated to serve as a director of
Omnicom. Omnicom loaned Mr. Greenlees $2,000,000 to purchase a home. The loan is
secured by a first mortgage on the home and bears interest at one-year LIBOR.
The loan matures March 31, 2003.
12
Performance Graph
The graph below compares cumulative total return on Omnicom's common stock
during the last five years with the Standard & Poor's 500 Composite Index and a
peer group of publicly held advertising holding companies. The peer group
consists of Grey Advertising Inc., The Interpublic Group of Companies, Inc.,
True North Communications Inc., WPP Group plc and, for 1995 - 1996, Cordiant plc
(formerly Saatchi & Saatchi plc). Beginning in 1997, the peer group includes
Cordiant Communications Group, which is one of the two companies resulting from
the demerger of Cordiant plc in December 1997, instead of Cordiant plc. In
September 2000, Saatchi & Saatchi, the other company resulting from this
demerger, was acquired by Publicis Groupe N.A. As a result, Saatchi & Saatchi is
no longer included in the peer group for Omnicom. The graph shows the value at
the end of each year of $100 invested in Omnicom's common stock, the S&P 500
Index and the peer group.
[The following table was represented as a line graph in the printed material.]
INDEXED RETURNS
Base Years Ending
Period ---------------
------
Company Name / Index Dec95 Dec96 Dec97 Dec98 Dec99 Dec00
-------------------- ----- ----- ----- ----- ----- -----
OMNICOM GROUP ........ 100 124.83 234.42 324.25 563.19 470.65
S&P 500 INDEX ........ 100 122.95 163.96 210.81 255.16 231.93
PEER GROUP INDEX ..... 100 125.40 164.86 241.37 439.79 366.43
Returns depicted in the graph are not indicative of future performance.
13
STOCK OWNERSHIP
The following table sets forth information with respect to the ownership
of Omnicom's common stock by:
o persons known by Omnicom to own more than 5% of its
outstanding common stock;
o Omnicom's directors; and
o Omnicom's executive officers.
The stock ownership information presented in the table for Omnicom's
directors and executive officers is as of March 31, 2001. All other stock
ownership information is based on filings with the SEC that report stock
ownership information as of December 31, 2001.
Options Total Percent of
Number of Exercisable Beneficial Shares
Name Shares Owned(#)(1) within 60 Days(#) Ownership(#) Outstanding(%)
---- ------------------ ----------------- ------------ --------------
FMR Corp. (2) ........................... -- -- 17,309,827 9.7762
A I M Management Group, Inc. (3) ........ -- -- 14,245,000 8.0453
John D. Wren ............................ 208,513 1,458,800 1,667,313 .8972
Bruce Crawford .......................... 334,400 -- 334,400 .1814
Richard I. Beattie ...................... 450 -- 450 .0002
Bernard Brochand ........................ 140,000 -- 140,000 .0759
Robert J. Callander ..................... 8,250 -- 8,250 .0045
James A. Cannon ......................... 60,400 351,500 411,900 .2230
Leonard S. Coleman, Jr. ................. 2,382 -- 2,382 .0013
Susan S. Denison ........................ 2,182 -- 2,182 .0012
Peter Foy ............................... 1,544 -- 1,544 .0008
Michael Greenlees ....................... 24,000 104,000 128,000 .0694
Thomas L. Harrison ...................... 62,607 109,500 172,107 .0933
Peter Mead .............................. 27,946 45,000 72,946 .0396
John R. Murphy .......................... 1,964 -- 1,964 .0011
John R. Purcell ......................... 42,494 -- 42,494 .0230
Keith L. Reinhard ....................... 485,395 351,500 836,895 .4531
Linda Johnson Rice ...................... 250 -- 250 .0001
Allen Rosenshine ........................ 330,240 996,000 1,326,240 .7155
Gary L. Roubos .......................... 5,182 -- 5,182 .0028
All directors and executive officers
as a group (22 persons) ............... 1,810,280 3,581,300 5,391,580 2.8686
----------
(1) Includes the following types of common stock:
o shares held pursuant to key executive restricted stock program,
namely, Mr. Wren--15,509 shares, Mr. Brochand--33,600 shares, Mr.
Cannon--15,600 shares, Mr. Greenlees--16,400 shares, Mr.
Harrison--16,400 shares, Mr. Reinhard--5,600 shares and Mr.
Rosenshine--19,200 shares;
o shares held pursuant to outside director restricted stock program,
namely, Mr. Beattie--250 shares, Mr. Callander--250 shares, Mr.
Coleman--250 shares, Ms. Denison--250 shares, Mr. Foy--250 shares,
Mr. Murphy--250 shares, Mr. Purcell--250 shares, Ms. Rice--250
shares and Mr. Roubos--250 shares;
o shares previously held under restricted stock awards, the payout of
which has been deferred at the election of the holder, namely, Mr.
Wren--77,486 shares, Mr. Harrison--28,400 shares and Mr.
Reinhard--63,600 shares;
o shares credited under Omnicom's Group Profit Sharing Retirement
Plan, namely, Mr. Wren--9,092 shares and Mr. Harrison--1,357 shares;
and
o shares purchased under an employee stock purchase plan, namely Mr.
Harrison--605 shares and Mr. Reinhard--757 shares.
(2) In its filing with the SEC, FMR reported having sole voting power over
1,701,186 shares and sole dispositive power over 17,309,827 shares. Edward
C. Johnson 3d is Chairman of FMR and reported owner of approximately 12.0%
of the aggregate outstanding FMR voting stock. Abigail P. Johnson is a
director of FMR and reported owner of approximately 24.5% of FMR voting
stock. Mr. Johnson and Ms. Johnson each
(footnotes continued on next page)
14
(footnotes continued from previous page)
reported sole dispositive power over all of the shares beneficially owned
by FMR. Mr. Johnson also reported sole voting power over 1,192,167 of the
shares beneficially owned by FMR. FMR's address is 82 Devonshire Street,
Boston, Massachusetts 02109.
(3) In its filing with the SEC, A I M (and its subsidiaries A I M Advisors,
Inc. and A I M Management, Inc.) reported having sole voting power and
sole dispositive power over 14,245,000 shares. A I M's address is 11
Greenway Plaza, Suite 100, Houston, Texas 77046.
Section 16(a) Beneficial Ownership Reporting Compliance
Omnicom is required to identify any director, officer, or beneficial owner
of more than 10% of the common stock who failed to file on time with the SEC any
required reports relating to ownership and changes in ownership of Omnicom's
equity securities. Based on material provided to Omnicom, all directors,
officers and beneficial owners complied with all applicable filing requirements
during 2000.
DIRECTORS' AND OFFICERS' LIABILITY INSURANCE
In 2000, Omnicom renewed its directors and officers liability insurance
coverage. The policies insure certain obligations incurred in the
indemnification of Omnicom's directors and officers under New York law or under
contract, and insure the directors and officers where such indemnification is
not provided by Omnicom. The policies run until August 28, 2002 at a total cost
of $614,300. The insurer is Federal Insurance Company.
AUDIT COMMITTEE REPORT
The members of the Audit Committee of the Board of Directors are Robert J.
Callander, who is Chairman of the committee, Leonard S. Coleman, Jr., Peter Foy
and John R. Murphy. The members are independent as defined in the New York Stock
Exchange's listing standards, which provide, among other things, that directors
may have no relationship with Omnicom that interferes with the exercise of their
independence from management and Omnicom. On May 16, 2000, the Board of
Directors adopted the Audit Committee Charter in the form of Annex A.
The Audit Committee has reviewed and discussed with management Omnicom's
audited financial statements as of December 31, 2000.
The Audit Committee has discussed with Arthur Andersen LLP, Omnicom's
independent accountants, the matters required to be discussed by Statement on
Auditing Standards No. 61, "Communication with Audit Committees," as amended, as
issued by the Auditing Standards Board of the American Institute of Certified
Public Accountants.
The Audit Committee has received and reviewed the written disclosures and
the letter from Arthur Andersen required by Independence Standard No. 1, as
adopted by the Independence Standards Board, and has discussed with Arthur
Andersen its independence.
Based on the review and discussions referred to above, the Audit Committee
has recommended to the Board of Directors that the audited financial statements
as of December 31, 2000 be included in Omnicom's Annual Report on Form 10-K.
Robert J. Callander, Chairman
Leonard S. Coleman, Jr.
Peter Foy
John R. Murphy
Members of the Audit Committee
15
INDEPENDENT ACCOUNTANTS
The Board of Directors has again appointed Arthur Andersen as independent
accountants for 2001 on the recommendation of the Audit Committee.
Representatives of Arthur Andersen will be at the Annual Meeting to
respond to appropriate questions, and they will have an opportunity to make a
statement if they desire to do so.
The following table summarizes the aggregate fees billed by Arthur
Andersen for services rendered for the year ended December 31, 2000:
Audit fees ............................................... $ 9,027,554
Financial information systems design and
implementation fees .................................... 23,754
All other fees ........................................... 7,987,264
-----------
Total .................................................... $17,038,572
===========
The amount shown for Audit fees includes fees for professional services
rendered for the audit by Arthur Andersen of Omnicom's annual financial
statements for 2000 and the reviews by Arthur Andersen of Omnicom's financial
statements included in its Quarterly Reports on Form 10-Q during 2000.
The Audit Committee has considered whether the provision of information
technology and non-audit services are compatible with maintaining the
independence of Arthur Andersen LLP.
ADDITIONAL INFORMATION
Record Date; Shares Outstanding
Shareholders of record at the close of business on April 6, 2001 are
entitled to vote their shares at the Annual Meeting. As of March 15, 2001, there
were 184,372,879 shares of common stock outstanding and entitled to be voted at
the meeting. The holders of those shares are entitled to one vote per share.
Quorum
More than 50% of the shares entitled to vote must be represented at the
meeting before any business may be conducted. If you abstain from voting on a
particular proposal, or if your shares are treated as a broker non-vote, your
shares will not be considered as votes cast in favor of or against the proposal,
but will be included in the number of shares represented for the purpose of
determining whether a quorum is present. Generally, broker non-votes occur when
shares held for a beneficial owner are not voted on a particular proposal
because the broker has not received voting instructions from the beneficial
owner and the broker does not have discretionary authority to vote the shares on
a particular proposal.
If a quorum is not present, the shareholders who are represented may
adjourn the meeting until a quorum is present. The time and place of the
adjourned meeting will be announced at the time the adjournment is taken, and no
other notice need be given. An adjournment will have no effect on the business
that may be conducted at the meeting.
Voting
You can vote your shares through the internet, by telephone, by proxy card
or in person. The internet and telephone voting procedures are designed to
authenticate stockholders' identities, to allow stockholders to provide their
voting instructions, and to confirm that their instructions have been recorded
properly. Internet and telephone proxies are valid under New York law. By
submitting your proxy through the internet, by telephone or by using the
enclosed proxy card, you will authorize Randall J. Weisenburger and Barry J.
Wagner to represent you and vote your shares at the meeting in accordance with
your instructions or, if no instructions are given, in their discretion. They
may also vote your shares to adjourn the meeting and will be authorized to vote
your shares at any adjournments or postponements of the meeting.
16
Voting by Street Name Holders
If you are the beneficial owner of shares held in "street name" by a
broker, bank or other nominee, the broker, bank or nominee, as the record holder
of the shares, is required to vote those shares according to your instructions.
Your broker, bank or nominee should have enclosed a voting instruction card for
you to use in directing it on how to vote your shares.
Default Voting
If you submit a proxy but do not indicate any voting instructions, your
shares will be voted FOR the election of all nominees for director. If any other
business properly comes before the shareholders for a vote at the meeting, your
shares will be voted accordingly to the discretion of the holders of the proxy.
Right to Revoke
If you submit your proxy, you may change your voting instructions at any
time prior to the vote at the Annual Meeting. For shares held directly in your
name, you may change your vote by granting a new proxy, through the internet, by
telephone or in writing, which bears a later date (thereby automatically
revoking the earlier proxy) or by attending the Annual Meeting and voting in
person. For shares beneficially owned by you, but held in "street name" by a
broker, bank or other nominee, you may change your vote by submitting new voting
instructions to your broker, bank or nominee.
Tabulation of Votes
Mellon Investor Services will act as inspectors at the Annual Meeting.
They will determine the presence of a quorum and will tabulate and certify the
votes.
Proxy Solicitation
Omnicom will bear all costs of this proxy solicitation. Proxies may be
solicited by mail, in person, by telephone or by facsimile by officers,
directors, and regular employees. Omnicom may also reimburse brokerage firms,
banks, custodians, nominees and fiduciaries for their expenses to forward proxy
materials to beneficial owners. Omnicom has retained D.F. King & Co., Inc. to
assist in the solicitation of proxies and will pay a fee of up to $12,500 plus
reimbursement of out-of-pocket expenses for those services.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to present a proposal or nominate a director at
next year's Annual Meeting and to include the resolution or nomination in next
year's proxy statement must deliver the proposals to Omnicom's principal
executive offices no later than the close of business on December 12, 2001.
Proposals should be addressed to Corporate Secretary, Omnicom Group Inc., 437
Madison Avenue, New York, NY 10022.
Omnicom's by-laws require that written notice of a nomination for director
or submission of a proposal to be voted on at an Annual Meeting be provided to
Omnicom no less than 60 days prior to the meeting, which was March 24, 2001 for
the 2001 Annual Meeting. In order for a nomination or submission to be
considered, the notice must contain certain information prescribed by the
by-laws. A copy of the applicable by-law provisions may be obtained, without
charge, upon written request addressed to Corporate Secretary, Omnicom Group
Inc., 437 Madison Avenue, New York, New York 10022.
By order of the board of directors
BARRY J. WAGNER
Secretary
New York, New York
April 11, 2001
17
ANNEX A
Omnicom Group Inc.
Audit Committee of the Board of Directors
Charter
The Board of Directors of Omnicom Group Inc. hereby sets forth a Charter for its
Audit Committee (the "Committee"), with membership and specific responsibilities
as outlined below:
Membership
The Committee shall be comprised of at least three directors. None of the
members of the Committee shall be an employee of the Company, and all shall be
free from any relationship to the Company that may interfere with the exercise
of their independence from management and the Company. All members of the
Committee shall be financially literate and at least one member shall have
accounting or related financial management expertise, as such qualifications are
interpreted by the Board of Directors in its business judgment.
Responsibilities
The Board of Directors intends the Committee to serve as its focal point
for the general oversight of Company affairs in the area of financial
accounting, reporting, and the underlying internal controls. The Committee will
make recommendations to the Board of Directors, maintain communication with
internal and external auditors and review compliance policies with counsel.
The Company's outside auditors are ultimately accountable to the Board of
Directors and the Committee, and the Committee and the Board of Directors shall
have the ultimate authority and responsibility to select, evaluate, and when
appropriate, replace the outside auditors.
The Committee will assist the directors in discharging their fiduciary
responsibilities to shareholders, providing assurance as to the independence of
the Company's outside auditors by requiring the submission by the outside
auditors of a formal written statement regarding relationships and services
which may affect objectivity and independence. It will recommend that the Board
of Directors take appropriate action to ensure the independence of the outside
auditor.
The Committee will review the adequacy of disclosure to shareholders and
to the public.
The Committee will review with the outside auditors the proposed scope of
their annual audit, estimated related fees and the results of such audit, and
their recommendations with respect to accounting procedures and internal
accounting controls. It will also review with financial management the
undertaking of non-audit services by the outside auditors.
The Committee will review with the internal auditors the proposed scope of
their annual audit activities and the results of such activities.
The Committee will monitor the Company's Code of Business Conduct.
The Committee will hold a minimum of three regularly scheduled meetings
each year.
The Committee will annually review and assess the adequacy of this
Charter.
PROXY
OMNICOM GROUP INC.
437 Madison Avenue
New York, New York 10022
This proxy is solicited on behalf of the Board of Directors and will be voted
FOR the election of Directors if no instructions to the contrary are indicated.
The undersigned hereby appoints RANDALL J. WEISENBURGER and Barry J. Wagner,
jointly and severally, proxies, with the power of substitution and with the
authority in each to act in the absence of the other, to vote all shares the
undersigned is entitled to vote at the Annual Meeting of Shareholders on May 22,
2001 or postponements or adjournments thereof on all matters that may properly
come before the meeting, and particularly to vote as hereinafter indicated. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders and Proxy Statement dated April 11, 2001.
(Continued and to be signed on the reverse side)
--------------------------------------------------------------------------------
* Fold and Detach Here *
Please mark
your votes as [X]
indicated in
this example
--------------------------------------------------------------------------------
THE ELECTION OF FIVE DIRECTORS. Nominees 01 John D. Wren, 02 Bruce Crawford, 03
Richard I. Beattie, 04 Keith L. Reinhard and 05 Allen Rosenshine for a 3 year
term.
FOR all nominees listed WITHHOLD AUTHORITY (INSTRUCTION: To withhold
except as marked to to vote for all nominees authority to vote for any
the contrary listed individual nominee, print
that nominee's name
[ ] [ ] below).
__________________________
__________________________
--------------------------------------------------------------------------------
Signature_______________Signature if held jointly_____________Dated:______, 2001
Please sign exactly as your name appears. If stock is held in the name of joint
holders, each should sign. If you are signing as a trustee, executor, etc.,
please so indicate. Please mark, sign, date and mail this card promptly in the
postage prepaid return envelope provided.
--------------------------------------------------------------------------------
* Fold and Detach Here *
Vote by Internet or Telephone or Mail
24 Hours a Day, 7 Days a Week
Your telephone or internet vote authorizes the named proxies to vote your shares
in the same manner as if you marked, signed and returned your proxy card.
-----------------------------------------------------------------
Internet
http://www.proxyvoting.com/omc
Use the internet to vote your proxy. Have your proxy card in hand
when you access the web site. You will be prompted to enter your
control number, located in the box below, to create and submit an
electronic ballot.
-----------------------------------------------------------------
OR
-----------------------------------------------------------------
Telephone
1-800-840-1208
Use any touch-tone telephone to vote your proxy. Have your proxy
card in hand when you call. You will be prompted to enter your
control number, located in the box below, and then follow the
directions given.
-----------------------------------------------------------------
OR
-----------------------------------------------------------------
Mail
Mark, sign and date
your proxy card
and
return it in the
enclosed postage-paid
envelope.
-----------------------------------------------------------------
If you vote your proxy by internet or by telephone,
you do NOT need to mail back your proxy card.