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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 23, 2024

 

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. ("IPG") was held on May 23, 2024.

(b) The following matters were voted upon with the 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
Jorge L. Benitez			330,125,337			356,723			286,075			16,548,160
Jocelyn Carter-Miller			308,223,190			22,266,634			278,311			16,548,160
Mary J. Steele Guilfoile			316,480,759			14,008,621			278,755			16,548,160
Dawn Hudson			320,425,905			10,043,023			299,207			16,548,160
Philippe Krakowsky			326,466,937			4,011,114			290,084			16,548,160
Jonathan F. Miller			328,149,937			2,323,050			295,148			16,548,160
Patrick Q. Moore			330,121,024			363,890			283,221			16,548,160
Linda S. Sanford			328,465,727			2,025,001			277,407			16,548,160
David M. Thomas			316,662,870			13,711,610			393,655			16,548,160
E. Lee Wyatt, Jr.			322,315,751			8,077,092			375,292			16,548,160

2. A proposal to approve confirmation of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2024 was approved with the votes set forth below:

For			322,619,420
Against			24,533,626
Abstain			163,249

        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			303,006,496
Against			27,078,463
Abstain			683,176
Broker Non-Votes			16,548,160

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

For			43,640,104
Against			286,891,962
Abstain			236,069
Broker Non-Votes			16,548,160

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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: May 28, 2024			By:       /s/ Andrew Bonzani
			Name:   Andrew Bonzani Title:     Executive Vice President and General Counsel