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 24, 2011

OMNICOM GROUP INC.
(Exact name of registrant as specified in its charter)
 
New York 1-10551 13-1514814
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation)   No.)
 
437 Madison Avenue, New York, NY 10022
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (212) 415-3600

Not Applicable
(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 (see General Instruction A.2. below):

    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 5.03. Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year

(a) On May 24, 2011, the shareholders of Omnicom Group Inc. (the “Company”) approved an amendment to the Certificate of Incorporation adding a new Article XI. The new article allows shareholder action by less than unanimous written consent if the matter is approved by the holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote on the matter were present and voted.

     On May 24, 2011, the shareholders of the Company also approved amendments to the Articles of Incorporation and By-laws reducing any requirements for a supermajority vote to a simple majority of outstanding shares. The new simple majority voting standard applies to any corporate actions, other than the election of directors, taken by a vote of shareholders at a meeting of shareholders at which a quorum is present. The election of directors will continue to be by a majority voting standard and subject to the Company’s resignation policy in uncontested elections, and a plurality voting standard in contested elections. To eliminate the supermajority voting requirements, shareholders approved the following amendments:

     Under the newly adopted amendment, any by-law may be amended or repealed, in whole or in part, and new by-laws may be adopted, only by (i) the affirmative vote of the holders of a majority of the votes cast for such an action, or (ii) the affirmative vote of a majority of the entire Board of Directors.

     The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation and By-laws, as amended, copies of which are filed as Exhibits 3.1 and 3.2 to this report and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

(a) The Company held its annual meeting of shareholders (the “Annual Meeting”) on May 24, 2011 in Washington, D.C. At the Annual Meeting, the Company’s shareholders elected 12 individuals to the Board of Directors, approved all proposals and rejected none of the proposals. The proposals are described in more detail in the Proxy Statement.

(b) Proposal 1

     The Company’s shareholders elected 12 individuals to the Board of Directors as set forth below:

Name
Votes For
Votes Against
Abstentions
Broker Non-
Votes

John D. Wren 223,724,005 3,774,035 67,738 19,054,850
Bruce Crawford 225,698,786 1,801,049 65,943 19,054,850
Alan R. Batkin 222,201,490 5,296,541 67,747 19,054,850




Robert Charles Clark 227,145,397 348,284 72,097 19,054,850
Leonard S. Coleman, Jr. 209,589,495 17,903,625 72,658 19,054,850
Errol M. Cook 227,227,200 267,689 70,889 19,054,850
Susan S. Denison 221,200,268 6,298,838 66,671 19,054,850
Michael A. Henning 222,264,915 5,228,328 72,535 19,054,850
John R. Murphy 225,548,139 1,954,422 63,217 19,054,850
John R. Purcell 225,053,536 2,433,845 78,397 19,054,850
Linda Johnson Rice 222,660,850 4,850,206 54,722 19,054,850
Gary L. Roubos 221,015,226 6,493,964 56,588 19,054,850

     Proposal 2

     The Company’s shareholders ratified the appointment of KPMG LLP as the Company’s independent auditors for the 2011 fiscal year.

       Votes For Votes Against Abstentions
 


  245,242,988 1,255,746 121,894

     Proposal 3

     The Company’s shareholders approved amendments to the Certificate of Incorporation to allow shareholder action by less than unanimous written consent.

   Votes For Votes Against Abstentions
 


  236,066,168 10,245,999 308,462

     Proposal 4

     The Company’s shareholders approved amendments to the Company’s Certificate of Incorporation and By-laws to eliminate supermajority voting requirements.

    Votes For Votes Against Abstentions
 


  245,480,427 578,520 561,681

     Proposal 5

     The Company’s shareholders approved an advisory resolution on the compensation of the Company’s named executive officers as reported in the Proxy Statement.



    Votes For Votes Against Abstentions Broker Non-Votes
 



  191,780,414 35,261,482 523,882 19,054,850

     Proposal 6

     The Company’s shareholders voted to conduct future shareholder advisory votes on executive compensation every one year.

  Votes For 1 Year Votes For 2 Years Votes For 3 Years Abstentions
 



    207,110,798 350,254 19,555,911 548,815

(d) Disclosure Regarding Frequency of Shareholder Advisory Vote on Executive Compensation:

     A majority of the votes cast by shareholders voted, on an advisory basis, to hold an advisory vote to approve executive compensation every year. In line with this recommendation by our shareholders, the Board of Directors has decided that it will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of shareowner votes on executive compensation, which will occur no later than our Annual Meeting of shareholders in 2017.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

     The following are furnished herewith:

Exhibit
Number
Description
3.1 Certificate of Incorporation of Omnicom Group Inc., as amended and restated on May 24, 2011.
   
3.2 By-laws of Omnicom Group Inc., as amended and restated on May 24, 2011.


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.

  Omnicom Group Inc.
Date: May 26, 2011    
  By: /s/ Michael J. O’Brien
   
 
  Name: Michael J. O’Brien
 
  Title: Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
Number
Description
3.1 Certificate of Incorporation of Omnicom Group Inc., as amended and restated on May 24, 2011.
   
3.2 By-laws of Omnicom Group Inc., as amended and restated on May 24, 2011.