Which exhibits related to compensation were filed with this Omnicom 8-K?

The filing includes Exhibit 10.1, which contains the full Omnicom 2026 Incentive Award Plan as set out in Annex A to the definitive proxy statement. It also lists Exhibit 104, covering the report’s cover page formatted in Inline XBRL for electronic reporting purposes.

Shareholders at Omnicom (NYSE: OMC) back 2026 incentive award plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Omnicom Group Inc. reported that its shareholders approved the Omnicom 2026 Incentive Award Plan at a special meeting held on January 28, 2026. The plan is designed as an incentive award program for eligible participants and is further detailed in the company’s definitive proxy statement filed on December 22, 2025.

Shareholders approved the plan with 257,022,432 votes for, 8,600,690 votes against and 223,223 abstentions. The full text of the Omnicom 2026 Incentive Award Plan is included as Exhibit 10.1 and is incorporated by reference into this report.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

01/29/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): January 28, 2026

OMNICOM GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

New York		1-10551		13-1514814
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

280 Park Avenue, New York, NY		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 415-3600

Not Applicable

(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))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.15 per share	OMC	New York Stock Exchange
0.800% Senior Notes due 2027	OMC/27	New York Stock Exchange
1.400% Senior Notes due 2031	OMC/31	New York Stock Exchange
3.700% Senior Notes due 2032	OMC/32	New York Stock Exchange
2.250% Senior Notes due 2033	OMC/33	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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On January 28, 2026, the shareholders of Omnicom Group Inc. (the “Company”) approved the Omnicom 2026 Incentive Award Plan (the “Plan”). A more detailed description of the Plan is available in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 22, 2025 (the “Proxy Statement”) under the heading, “Proposal 1 – Approval of the Omnicom 2026 Incentive Award Plan,” which description is incorporated by reference herein.

The foregoing summary and the description incorporated by reference from the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan, a copy of which is included as Exhibit 10.1 hereto and incorporated herein by reference.

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

(a) The Company held a special meeting of shareholders (the “Special Meeting”) on January 28, 2026. At the Special Meeting, the Company’s shareholders approved the Plan, which is described in more detail in the Proxy Statement.

(b) Proposal 1

The Company’s shareholders approved the Plan as described in the Proxy Statement.

Votes For		Votes Against		Abstentions		Broker Non-Votes
257,022,432		8,600,690		223,223		—

Item 9.01. Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Omnicom 2026 Incentive Award Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on December 22, 2025).

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

	Omnicom Group Inc.
Date: January 29, 2026
	By:	/s/ Louis F. Januzzi
	Name:	Louis F. Januzzi
	Title:	Senior Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Omnicom Group Inc. (OMC) announce in this 8-K filing?

Omnicom Group Inc. reported that shareholders approved the Omnicom 2026 Incentive Award Plan at a special meeting on January 28, 2026. The plan is an incentive award program described in detail in the company’s definitive proxy statement filed on December 22, 2025.

How did Omnicom (OMC) shareholders vote on the 2026 Incentive Award Plan?

Shareholders approved the Omnicom 2026 Incentive Award Plan with 257,022,432 votes for, 8,600,690 votes against and 223,223 abstentions. There were no broker non-votes reported. This voting outcome formally authorizes the company to implement the new incentive award plan.

When was the Omnicom 2026 Incentive Award Plan approved by shareholders?

The Omnicom 2026 Incentive Award Plan was approved by shareholders on January 28, 2026, during a special meeting. The company had previously described the plan under “Proposal 1” in its definitive proxy statement filed on December 22, 2025 with the Securities and Exchange Commission.

Where can investors find full details of Omnicom’s 2026 Incentive Award Plan?

Full details of the Omnicom 2026 Incentive Award Plan are provided in Annex A to the company’s definitive proxy statement on Schedule 14A filed December 22, 2025. The plan is also included as Exhibit 10.1 to this report and incorporated by reference.

What type of meeting did Omnicom (OMC) hold to approve the 2026 plan?

Omnicom held a special meeting of shareholders on January 28, 2026 to vote on the Omnicom 2026 Incentive Award Plan. At this special meeting, shareholders considered Proposal 1 and approved the plan as described in the company’s previously filed proxy statement.