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INTERPUBLIC GROUP OF COMPANIES, INC. FILES (8-K) Disclosing Change in Directors or Principal Officers, Financial Statements and Exhibits

May 28, 2014

Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The Interpublic Group 2014 Performance Incentive Plan On May 22, 2014, at the annual meeting of shareholders of The Interpublic Group of Companies, Inc. ("IPG," "Interpublic" or the "Company"), Interpublic's shareholders approved The Interpublic Group 2014 Performance Incentive Plan (the "Plan"). The Company's Board of Directors, upon the recommendation of its Compensation and Leadership Talent Committee (the "Committee"), approved the Plan on March 27, 2014, subject to the approval of Interpublic's shareholders. The Plan replaces the 2009 Performance Incentive Plan (the "2009 PIP") as Interpublic's incentive compensation plan. The number of IPG common shares available for grants of all equity awards under the Plan will be 28.75 million shares (subject to the terms and conditions of the Plan, including any adjustment provisions). Upon approval of the Plan, any shares authorized but not subject to then-outstanding awards under the 2009 PIP were extinguished under the 2009 PIP. A more detailed description of the Plan is contained in the Company's Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 11, 2014 (the "Proxy Statement"), under the heading "Item 4: Proposal to Adopt The Interpublic Group 2014 Performance Incentive Plan," which description is incorporated herein by reference and is filed herewith as Exhibit 99.1. The foregoing description is qualified in its entirety to the full text of the Plan, which is filed as Exhibit 10.1 hereto. The Interpublic Group Executive Performance (162(m)) Plan On May 22, 2014, at the IPG annual meeting of shareholders, the Company's shareholders approved The Interpublic Group Executive Performance (162(m)) Plan (the "EPP"). The Company's Board of Directors adopted the EPP on March 27, 2014, subject to the approval of Interpublic's shareholders. A more detailed description of the EPP is contained in the Company's Proxy Statement under the heading "Item 5: Proposal to Adopt The Interpublic Group Executive Performance (162(m)) Plan," which description is incorporated herein by reference and is filed herewith as Exhibit 99.1. The foregoing description is qualified in its entirety to the full text of the EPP, which is filed as Exhibit 10.2 hereto. Item 5.07. Submission of Matters to a Vote of Security Holders.



(a) The annual meeting of shareholders of The Interpublic Group of Companies, Inc. was held on May 22, 2014.

(b) The following matters were voted upon with the final results indicated below.

1. The nominees listed below were elected directors until the next annual meeting of shareholders with the respective votes set forth opposite their names: BROKER NOMINEE FOR AGAINST ABSTAIN NON-VOTES



Jocelyn Carter-Miller 355,470,202 378,326 969,415 15,545,788 Jill M. Considine 341,218,160 14,625,882 973,901 15,545,788 Richard A. Goldstein 351,546,902 4,208,347 1,062,694 15,545,788 Mary J. Steele Guilfoile 355,408,221 439,443 970,279 15,545,788 H. John Greeniaus 351,552,517 4,266,838 998,588 15,545,788 Dawn Hudson

355,450,202 397,259 970,482 15,545,788 William T. Kerr 355,075,269 773,436 969,238 15,545,788 Michael I. Roth 342,567,953 12,289,372 1,960,618 15,545,788 David M. Thomas 353,701,331 2,146,178 970,434 15,545,788



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2. A proposal to approve confirmation of the appointment of

PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2014 was approved with the votes set forth below: For 367,894,663 Against 3,460,474 Abstain 1,008,594



There were no broker non-votes.

3. An advisory ballot question on named executive officer compensation was

approved with the votes set forth below:

For 348,581,935 Against 6,877,188 Abstain 1,358,820 Broker non-votes 15,545,788



4. A proposal to adopt The Interpublic Group 2014 Performance Incentive Plan was

approved with the votes set forth below:

For 343,926,737 Against 11,865,221 Abstain 1,025,985 Broker non-votes 15,545,788



5. A proposal to adopt The Interpublic Group Executive Performance (162(m)) Plan

was approved with the votes set forth below:

For 345,391,936 Against 10,402,504 Abstain 1,023,503 Broker non-votes 15,545,788



Item 9.01. Financial Statements and Exhibits. Exhibit 10.1: The Interpublic Group 2014 Performance Incentive Plan (filed pursuant to Item 5.02(e))

Exhibit 10.2: The Interpublic Group Executive Performance (162(m)) Plan (filed pursuant to Item 5.02(e))

Exhibit 99.1: The section under the heading "Item 4: Proposal to Adopt The Interpublic Group 2014 Performance Incentive Plan," contained in the Company's definitive Proxy Statement (incorporated by reference to the Company's definitive Proxy Statement on Schedule 14A filed on April 11, 2014) Exhibit 99.2: The section under the head "Item 5: Proposal to Adopt The Interpublic Group Executive Performance (162(m)) Plan," contained in the Company's defined Proxy Statement (incorporated by reference to the Company's definitive Proxy Statement on Schedule 14A filed on April 11, 2014)



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Source: Edgar Glimpses


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