The Board of Directors (the “Board”) of Omnicom Group Inc. (NYSE:OMC) voted to increase the size of the Board from twelve persons to thirteen persons and to elect Valerie Williams as a new director to fill the vacancy created by such increase, effective immediately. Ms. Williams will hold office as a director on the Board until the Company’s next annual meeting of shareholders and until her successor is elected and qualified or until her earlier resignation or removal. Ms. Williams has not yet been appointed to serve on any committees of the Board.
Ms. Williams has no direct or indirect interest in any transaction with the Company that would qualify as a related party transaction under Item 404(a) of Regulation S-K. There is no arrangement or understanding between Ms. Williams and any other person pursuant to which she was selected as a director.
Ms. Williams will receive compensation for her service on the Board in accordance with the Company’s standard compensatory arrangement for non-employee directors. A description of the Company’s non-employee director compensation can be found under the caption “Directors’ Compensation for Fiscal 2015” in the Company’s Notice of 2016 Annual Meeting of Shareholders and Proxy Statement filed with the Securities and Exchange Commission on April 14, 2016. Ms. Williams’ compensation for service as a non-employee director from the date of her election to the end of 2016 will be prorated to reflect the remainder of the Company’s annual non-employee director compensation program.
