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): August 24, 2023
THE INTERPUBLIC GROUP OF COMPANIES, INC.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices) (Zip Code)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 Arrangement of Certain Officers.
(d) On August 24, 2023 , The Interpublic Group of Companies, Inc., (the “Company”) appointed Jorge Benitez as an independent member of the Company’s Board of Directors, effective September 1, 2023. Mr. Benitez will also serve on each of the Company’s Audit and Compensation and Leadership Talent Committees. With the appointment of Mr. Benitez, the Company’s Board will consist of ten directors.
Mr. Benitez’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 14, 2023, under “Non-Management Director Compensation.” Upon Mr. Benitez’s appointment to the Board, he will receive an award of restricted shares of Common Stock having a value of $150,000 on the grant date, which represents the pro-rated portion of the annual equity award granted to non-management directors. The award will vest on the first anniversary of the grant date, subject to his continued service on the Board.
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 Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
Exhibit 99.1: Press Release dated August 24, 2023 .
Exhibit 104: Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included as Exhibit 101).
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: August 28, 2023 | By: /s/ Andrew Bonzani | ||||
| Name: Andrew Bonzani Title: Executive Vice President, General Counsel | |||||
Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 FOR IMMEDIATE RELEASE Jorge Benitez Joins Interpublic Board of Directors New York, NY – August 24, 2023 – Interpublic Group (NYSE: IPG) today announced the appointment of Jorge Benitez, as an independent director of IPG, effective September 1, 2023. Prior to his retirement in August 2014, Benitez spent more than 30 years with Accenture, most recently having served as its Chief Executive of North America and Managing Director. During his tenure, he was responsible for the company’s business operations in North America, including developing and executing the company’s business strategy, delivering client services, and driving growth in the region. While at Accenture, Benitez served clients in the retail, automotive, consumer goods and services, and life sciences industries. His expertise includes large-scale transformations, enterprise system implementations, change management, and leadership development. Benitez’s appointment expands IPG's Board to ten directors, nine of whom are independent. He will serve on the Audit Committee and the Compensation and Leadership Talent Committee. "We are pleased to welcome Jorge Benitez to IPG's Board of Directors. As a seasoned leader with an expertise that spans multiple industries, Jorge will drive value for our
Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax customers, partners and shareholders in the years ahead, and will be invaluable to both our Board and IPG,” said David Thomas, Chair of IPG’s Board of Directors. “Jorge is a proven leader with a diversified wealth of experience. His insights into executing business strategies, ensuring operational excellence, and driving large- scale business transformation will be valuable assets for IPG as we continue to prioritize growth for our clients and the company," noted Philippe Krakowsky, CEO of IPG. In addition to his contributions across the business landscape, Benitez's positive impact on the Latino community has been widely recognized. Notably, Hispanic Business Magazine included him in its "2011 Top 25 Corporate Elite" list and named him one of the 100 most influential Hispanics in the United States in 2004. He was also featured in the PODER Top 100 Influential Hispanics in 2011, and in 2012, Benitez was welcomed into the U.S. Hispanic Chamber of Commerce CEO Circle. Benitez commented, “I am excited about joining the IPG Board and leveraging my skills and experience for the benefit of IPG shareholders and partners.” Benitez serves on the boards of two additional public companies. # # # About Interpublic Interpublic (NYSE: IPG) (www.interpublic.com) is a values-based, data-fueled, and creatively-driven provider of marketing solutions. Home to some of the world’s best- known and most innovative communications specialists, IPG global brands include Acxiom, Craft, FCB, FutureBrand, Golin, Huge, Initiative, IPG Health, Jack Morton, Kinesso, MAGNA, Matterkind, McCann, Mediabrands, Mediahub, Momentum, MRM, MullenLowe Group, Octagon, R/GA, UM, Weber Shandwick and more. IPG is an S&P
Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200 tel 212-704-1201 fax 500 company with total revenue of $10.93 billion in 2022. # # # Contact Information Tom Cunningham (Press) (212) 704-1326 Jerry Leshne (Analysts, Investors) (212) 704-1439