The Interpublic Group of Companies (IPG) Proxy Filing summary

Executive summary

• Omnicom and IPG have entered into a definitive merger agreement for an all-stock acquisition, with IPG becoming a wholly owned subsidiary of Omnicom, subject to shareholder and regulatory approvals.

• The exchange ratio is fixed at 0.344 shares of Omnicom for each IPG share, with cash in lieu of fractional shares; Omnicom shareholders will own about 60.6% and IPG shareholders about 39.4% of the combined company.

• The merger aims to create a leading marketing and communications company with complementary assets, expected to drive growth, innovation, and significant cost synergies.

• The transaction is expected to close in the second half of 2025, pending regulatory and shareholder approvals, with a joint virtual special meeting scheduled for March 18, 2025.

Voting matters and shareholder proposals

• Omnicom shareholders will vote on the issuance of new shares for the merger and potential adjournment of the meeting if more time is needed to solicit votes.

• IPG shareholders will vote on adopting the merger agreement, a non-binding advisory vote on executive compensation related to the merger, and potential adjournment.

• Both boards unanimously recommend voting in favor of all proposals.

Board of directors and corporate governance

• The combined board will include three directors designated by IPG, including IPG’s CEO, subject to Omnicom’s approval.

• John D. Wren will serve as CEO and Chairman of the combined company; IPG’s CEO will become Co-President, Co-COO, and Co-Chair of the management integration committee.