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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 26, 2022

 

THE INTERPUBLIC GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware			1-6686			13-1024020
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

909 Third Avenue, New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212)704-1200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.10 per share			IPG			The New York Stock Exchange

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. ☐

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

(a) The annual meeting of stockholders of The Interpublic Group of Companies, Inc. was held on May 26, 2022.

(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 stockholders with the respective votes set forth opposite their names:

NOMINEE			FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
Jocelyn Carter-Miller			308,741,510			38,060,688			465,126			15,328,161
Mary J. Steele Guilfoile			321,914,564			24,884,476			468,284			15,328,161
Dawn Hudson			333,659,020			13,141,487			466,817			15,328,161
Philippe Krakowsky			342,393,938			4,753,750			119,636			15,328,161
Jonathan F. Miller			335,726,606			10,973,646			567,072			15,328,161
Patrick Q. Moore			341,791,574			4,908,048			567,702			15,328,161
Linda S. Sanford			337,918,510			8,877,843			470,971			15,328,161
David M. Thomas			324,526,163			22,173,700			567,461			15,328,161
E. Lee Wyatt, Jr.			320,090,563			26,611,625			565,136			15,328,161

2. A proposal to approve confirmation of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2022 was approved with the votes set forth below:

For			345,336,698
Against			17,185,101
Abstain			73,686

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			310,708,128
Against			36,026,360
Abstain			532,836
Broker Non-Votes			15,328,161

4. A stockholder proposal entitled “Independent Board Chairman” was defeated with the votes set forth below:

For			73,219,218
Against			268,666,800
Abstain			5,381,306
Broker Non-Votes			15,328,161

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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 2, 2022			By:       /s/ Andrew Bonzani
			Name:   Andrew Bonzani Title:     Executive Vice President and General Counsel