OMC DEF 14A DEF-14A Report May 25, 2010 | Alphaminr
OMNICOM GROUP INC.

OMC DEF 14A Report ended May 25, 2010

OMNICOM GROUP INC.
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TABLE OF CONTENTS
CORPORATE GOVERNANCEBoard Composition and Leadership; Stock Ownership GuidelinesBoard OperationsDirector AttendanceRisk OversightRisk Assessment in Compensation ProgramsEthical Business ConductShareholder Communications with Board MembersEXECUTIVE COMPENSATIONCompensation Discussion and AnalysisCompensation Committee ReportSummary Compensation Table for 2009Grants of Plan-Based Awards in 2009Outstanding Equity Awards at 2009 Year-EndOption Exercises and Stock Vested in 2009Nonqualified Deferred Compensation in 2009Potential Payments Upon Termination of Employment or Change in ControlDIRECTORS COMPENSATION FOR FISCAL 2009EQUITY COMPENSATION PLANSSTOCK OWNERSHIPAUDIT RELATED MATTERSFees Paid to Independent AuditorsAudit Committee ReportITEMS TO BE VOTED ONItem 1 Election of DirectorsItem 2 Ratification of the Appointment of Independent AuditorsItem 3 Approval of Amended and Restated 2007 Incentive Award Plan and Re-approval of Performance CriteriaItem 4 Approval of By-law Amendments to Implement Majority Voting in Uncontested Director ElectionsItem 5 Shareholder Proposal Regarding Reimbursement of Expenses Incurred by a Shareholder in a Contested Election of DirectorsItem 6 Shareholder Proposal Regarding Death Benefit PaymentsItem 7 Shareholder Proposal Regarding Supermajority Vote ProvisionsINFORMATION ABOUT VOTING AND THE MEETINGQuorum; Required Vote; Effect of an Abstention and Broker Non-VotesVotingVoting by Street Name HoldersDefault VotingRight to RevokeTabulation of VotesADDITIONAL INFORMATIONSection 16(a) Beneficial Ownership Reporting ComplianceTransactions with Related PersonsExpense of SolicitationIncorporation by ReferenceAvailability of Certain DocumentsDelivery of Documents to Shareholders Sharing an AddressSHAREHOLDER PROPOSALS FOR THE 2011 ANNUAL MEETINGAPPENDIX A AMENDED AND RESTATED 2007 INCENTIVE AWARD PLAN A-1APPENDIX B AMENDMENT TO BY-LAWS OF OMNICOM GROUP INC. B-1