8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 _______________________

FORM 8-K

_______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 15, 2019

 

THE INTERPUBLIC GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-6686	13-1024020
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

909 Third Avenue, New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212) 704-1200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	IPG	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(d) On October 15, 2019, The Interpublic Group of Companies, Inc. (the “Company”) appointed Linda S. Sanford as an independent member of the Company’s Board of Directors, effective immediately. Ms. Sanford will also serve on each of the Company’s Audit and Corporate Governance Committees. With the appointment of Ms. Sanford, the Company’s Board will consist of twelve directors.

Ms. Sanford’s compensation for her service as a director will be consistent with that of the Company's other non-management directors, as described in the Company’s proxy statement, filed with the Securities and Exchange Commission on April 12, 2019, under “Non-Management Director Compensation.”

A copy of the Company’s press release relating to this director appointment is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated October 15, 2019, issued by the Company.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE INTERPUBLIC GROUP OF COMPANIES, INC.
Date: October 16, 2019	By:        /s/ Andrew Bonzani
	Name:   Andrew Bonzani Title:     Executive Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Linda Sanford Joins Interpublic Board of Directors

Board Is Now One Third Female

New York, NY - October 15, 2019 - Interpublic Group (NYSE: IPG) today announced the appointment of Linda Sanford as an independent director of IPG, effective immediately. Ms. Sanford’s appointment expands IPG’s board to 12 directors, 11 of whom are independent.  It also increases the number of women on the board to four, or one third of the total directors.

Ms. Sanford retired from IBM in 2014, where she had been one of the company’s highest-ranking women and one of the technology sector’s senior-most executives. Prior to retirement, Sanford had been the Senior Vice President, Enterprise Transformation for IBM. In this role, she was responsible for working across IBM to transform core business processes, create an IT infrastructure to support those processes, and help create a culture that fosters innovation.

Sanford is a member of the Women in Technology International Hall of Fame and the National Academy of Engineering. She has been named one of the 50 Most Influential Women in Business by Fortune magazine, one of the Top Ten Innovators in the Technology Industry by Information Week magazine, one of the Ten Most Influential Women in Technology by Working Woman magazine, and one of the Top 15 Women in Business by PINK magazine. Sanford co-authored “Let Go To Grow: Escaping the Commodity Trap,” a book that details how successful companies are pursuing strategies to drive long-term growth and innovation. 

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200

Exhibit 99.1

“We are thrilled to have someone of Linda’s stature and experience join IPG’s Board of Directors,” noted Michael Roth, Chairman and CEO of IPG. “Her understanding of and expertise in the technology sector will be invaluable assets to our board and to IPG as we continue to evolve in an ever-changing environment where business transformation and data governance are key to our clients’ marketing needs.  Linda is also a top strategist and an innovative thinker - we’re lucky to have her,” he continued. 

Ms. Sanford serves on the Board of Directors of RELX Group, Consolidated Edison Inc. and Pitney Bowes Inc. She is also on the Board of the New York Hall of Science. She formerly served on the boards of St. John’s University, Rensselaer Polytechnic Institute, The State University of New York, The Business Council of New York State, and The Partnership for New York City.

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About Interpublic

Interpublic is values-based, data-fueled, and creatively-driven. Major global brands include Acxiom, Craft, FCB (Foote, Cone & Belding), FutureBrand, Golin, Huge, Initiative, Jack Morton, MAGNA, McCann, Momentum, MRM//McCann, MullenLowe Group, Octagon, R/GA, UM and Weber Shandwick. Other leading brands include Avrett Free Ginsberg, Campbell Ewald, Carmichael Lynch, Deutsch, Hill Holliday, ID Media and The Martin Agency. For more information, please visit www.interpublic.com.

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Contact Information

Tom Cunningham

(Press)

(212) 704-1326

Jerry Leshne

(Analysts, Investors)

(212) 704-1439

Interpublic Group 909 Third Avenue New York, NY 10022 212-704-1200

XML

Documents and Entity information Document	Oct. 15, 2019
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 15, 2019
Entity Registrant Name	INTERPUBLIC GROUP OF COMPANIES, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-6686
Entity Tax Identification Number	13-1024020
Entity Address, Address Line One	909 Third Avenue,
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	704-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.10 per share
Trading Symbol	IPG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000051644