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OMNICOM GROUP INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

07/23/2021 | 06:03am EDT

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 Inc. ("OGI").

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 Compensation Committee.

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.

Number          Description
  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
                Inline XBRL


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