|INTERPUBLIC GROUP OF COMPANIES, INC. filed this Form 10-K on 02/21/2017|
Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to the “Election of Directors” section, the “Director Selection Process” section, the “Code of Conduct” section, the "Committees of the Board of Directors" section, the “Audit Committee” section and the “Section 16(a) Beneficial Ownership Reporting Compliance” section of the Proxy Statement for the Annual Meeting of Stockholders to be held on May 25, 2017 (the “Proxy Statement”), except for the description of our Executive Officers, which appears in Part I of this Report on Form 10-K under the heading “Executive Officers of IPG.”
New York Stock Exchange Certification
In 2016, our Chief Executive Officer provided the Annual CEO Certification to the New York Stock Exchange, as required under Section 303A.12(a) of the New York Stock Exchange Listed Company Manual.
The information required by this Item is incorporated by reference to the “Executive Compensation” section, the “Non-Management Director Compensation” section, the “Compensation Discussion and Analysis” section and the “Compensation and Leadership Talent Committee Report” section of the Proxy Statement.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference to the “Outstanding Shares and Ownership of Common Stock” section of the Proxy Statement, except for information regarding the shares of common stock to be issued or which may be issued under our equity compensation plans as of December 31, 2016, which is provided in the following table.
Number of Shares of Common Stock to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(a) 1, 2, 3, 4
Weighted-Average Exercise Price of Outstanding Stock Options (b)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) 5
Equity Compensation Plans Approved by Security Holders
Included a total of 4,867,021 outstanding stock options granted under the 2006 Performance Incentive Plan and 2009 Performance Incentive Plan (the “2009 Plan”). These options are the only instruments taken into account in computing the weighted-average exercise price in column (b) of this table.
Included a total of 8,511,062 shares of Common Stock representing the target number of shares issuable under the 2009 Plan and the 2014 Performance Incentive Plan (the “2014 Plan”) following the completion of the 2014-2016 performance period (the “2016 LTIP Share Awards”), the 2015-2017 performance period (the “2017 LTIP Share Awards”), and the 2016-2018 performance period (the “2018 LTIP Share Awards”) respectively.
Included a total of 2,279,567 restricted stock awards made under the 2009 Plan and 2014 Plan.
Included a total of 131,797 shares of Common Stock issuable pursuant to restricted share units and performance-based awards (“Share Unit Awards”) granted under the 2009 Plan and the 2014 Plan, which may be settled in shares of Common Stock or cash. Each Share Unit Award settled in cash will increase the number of shares of Common Stock available for future issuance shown in column (c).
Included (i) 21,756,437 shares of Common Stock available for issuance under the 2014 Plan, (ii) 9,786,040 shares of Common Stock available for issuance under the Employee Stock Purchase Plan (2016) and (iii) 292,069 shares of Common Stock available for issuance under the 2009 Non-Management Directors’ Stock Incentive Plan.
Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the “Transactions with Related Persons” section and the “Director Independence” section of the Proxy Statement.
Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the “Appointment of Registered Public Accounting Firm” section of the Proxy Statement.