Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 21, 2021, Omnicom Management Inc. (the "Company") entered into an
employment agreement ("Employment Agreement") with John D. Wren pursuant to
which he will continue as Chairman and Chief Executive Officer of Omnicom Group
The initial term of the Employment Agreement is through December 31, 2024,
provided that the term shall automatically renew for successive one-year terms
unless either party timely notifies the other of their intent not to renew the
Employment Agreement. Except for a termination at the end of the then current
term of the Employment Agreement by notice of non-renewal, the Employment
Agreement may only be earlier terminated by the Company for cause (within the
meaning of the Omnicom Group Inc. Senior Executive Restrictive Covenant and
Retention Plan), due to death, or pursuant to Mr. Wren's resignation for any
reason. Although the Board of Directors of OGI (the "Board") has the ability to
relieve Mr. Wren of his duties and responsibilities and place him on a paid
leave-of-absence, Mr. Wren would remain an employee and continue to receive his
then current base salary and certain other benefits to which he is entitled for
the balance of the term.
The Employment Agreement entitles Mr. Wren to an annual base salary of at least
$1,000,000, subject to periodic review by the Compensation Committee of the
Board ("Compensation Committee"), and incentive compensation as approved by the
The Employment Agreement also provides that with respect to any performance
restricted stock unit agreement (each, a "PRSU Agreement") entered into with Mr.
Wren from time to time, in the event that he no longer serves as Chief Executive
Officer of OGI, then the "Average Return on Equity" for purposes of the PRSU
Agreement will be calculated based on one or more full calendar years of service
while Mr. Wren served as Chief Executive Officer. If Mr. Wren steps down as the
Chief Executive Officer of OGI, he will continue to serve as Executive Chairman
while he is a member of the Board.
The foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Employment Agreement, a copy of which is included as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
10.1 Employment Agreement, dated as of July 21, 2021, by and between
Omnicom Management Inc. and John D. Wren.
104 The cover page from this Current Report on Form 8-K, formatted in
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