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): June 30, 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 ☐
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On June 30, 2017, The Interpublic Group of Companies, Inc. (the “Company”) appointed E. Lee Wyatt Jr., as an independent member of the Company’s Board of Directors, effective July 1, 2017. Mr. Wyatt has also been appointed to each of the Company’s Audit and Corporate Governance committees. With the appointment of Mr. Wyatt, the Company’s Board consists of ten directors.
Mr. Wyatt’s compensation for his service as a director will be consistent with that of the Company’s other non-management directors, as described in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 13, 2017, under “Non-Management Director Compensation.”
A copy of the Company’s press release relating to this director appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibit is furnished as part of this Current Report on Form 8-K:
(d) Exhibits 99.1 Press release of the Registrant, dated June 30, 2017.
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: June 30, 2017 |
By: | /s/ Andrew Bonzani | ||
| Name Title: |
Andrew Bonzani Senior Vice President, General Counsel and Secretary | |||
Exhibit 99.1
FOR IMMEDIATE RELEASE
E. Lee Wyatt Jr. Joins Interpublic Board of Directors
New York, NY – June 30, 2017 – The Board of Directors of Interpublic Group (NYSE: IPG) today announced the appointment of E. Lee Wyatt Jr., as an independent director of IPG, effective July 1, 2017. Mr. Wyatt is the current Senior Vice President and Chief Financial Officer of Fortune Brands Home & Security, having served in that role since 2011. As previously announced by Fortune Brands, Mr. Wyatt will step down as CFO on July 1, 2017 and will serve as an Executive Vice President at Fortune Brands until his retirement from the company at the end of the year.
Mr. Wyatt’s appointment expands IPG’s Board to ten directors, nine of whom are independent. Mr. Wyatt will serve on the Audit and Corporate Governance committees.
“Lee is an accomplished business leader with deep financial expertise, having served as Chief Financial Officer of several publicly traded companies for many years,” said Michael Roth, Chairman and CEO of IPG. “As a well-respected leader, Lee has overseen complex businesses at major global marketers and we’re confident he will add great value to both our Board and IPG,” Mr. Roth concluded.
In addition to his role as Senior Vice President and Chief Financial Officer of Fortune Brands, Mr. Wyatt served in various leadership roles throughout his career, including as Chief Financial Officer and Executive Vice President of Hanesbrands Inc. (formerly, Sara Lee Branded Apparel) from 2005 to 2011, and prior to that role, as Senior Vice President and Chief Financial Officer of Sonic Automotive Inc. from 2003 to 2005.
About Interpublic
Interpublic is one of the world’s leading organizations of advertising agencies and marketing services companies. Major global brands include Craft, FCB (Foote, Cone & Belding), FutureBrand, Golin, Huge, Initiative, Jack Morton Worldwide, MAGNA, McCann, Momentum, MRM//McCann, MullenLowe Group, Octagon, R/GA, UM and Weber Shandwick. Other leading brands include Avrett Free Ginsberg, Campbell Ewald, Carmichael Lynch, Deutsch, Hill Holliday, ID Media and The Martin Agency. For more information, please visit www.interpublic.com.
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Contact Information
Tom Cunningham
(Press)
(212) 704-1326
Jerry Leshne
(Analysts, Investors)
(212) 704-1439
Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax