Unassociated Document
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): December 23, 2009 (December 17,
2009)
The Interpublic Group of Companies,
Inc.
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(Exact Name of Registrant as Specified in
Charter)
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Delaware
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1-6686
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13-1024020
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1114 Avenue of the Americas, New York, New
York
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10036
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(Address of Principal Executive
Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: 212-704-1200
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(Former Name or Former Address, if Changed
Since Last Report)
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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))
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
December 17, 2009, the Board of Directors (the “Board”) of The Interpublic Group
of Companies, Inc. (“IPG”) adopted and approved amendments to the By-Laws of IPG
(the “Amended By-Laws”), effective immediately. The Amended By-Laws
establish new requirements and procedures, referred to as “advance notice
provisions,” which are applicable to stockholders wishing to bring proposals of
business and nominations of directors before an annual or special meeting of
IPG’s stockholders. The advance notice provisions are contained in
amended Section 2.02 and new Section 2.13 of the By-Laws and:
§
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require
stockholders making proposals or nominations to be considered at annual
meetings to submit notice of such proposals or nominations to IPG not
later than the close of business on the 90th
day nor earlier than the close of business on the 120th
day prior to the first anniversary of the immediately preceding annual
meeting (unless the date of the annual meeting is more than 30 days before
or 60 days after such anniversary date, in which case the notice must
be submitted not earlier than the close of business on the 120th
day prior to such annual meeting and not later than the close of business
on the later of the 90th
day prior to such annual meeting and the 10th
day following the day on which public announcement of the date of such
annual meeting is first made);
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§
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require
stockholders making nominations to be considered at a special meeting of
stockholders at which directors are to be elected to submit notice of such
nominations to IPG not earlier than the close of business on the 120th
day prior to such special meeting and not later than the close of business
on the later of the 90th
day prior to such special meeting and the 10th
day following the day on which public announcement is first made of the
date of such special meeting and of the nominees proposed by the Board to
be elected at such special meeting;
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§
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require
that, in order to be eligible to be a nominee for election or reelection
as a director, a person deliver a completed written questionnaire to IPG
with respect to such person’s background and qualification to serve as a
director as well as a written representation and agreement with respect to
certain matters related to such person’s potential service as a
director;
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§
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require
stockholders making proposals or nominations to disclose, among other
things, all ownership interests, put or call arrangements, derivative
securities, short positions, borrowed shares or swap or similar
arrangements with respect to any equity security of IPG;
and
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§
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require
stockholders making proposals or nominations to notify IPG of any changes
to certain of the required disclosures at stated
intervals.
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The
advance notice provisions are effective immediately and stockholders must comply
with such provisions for the 2010 annual meeting of IPG’s
stockholders.
The
Amended By-Laws do not affect any rights (i) of stockholders to request
inclusion of proposals in IPG’s proxy statement pursuant to Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including the time limits for notice of such proposals as provided under
Rule 14a-8 promulgated under the Exchange Act, or (ii) of the holders of any
series of preferred stock to elect directors under specified
circumstances.
In
addition to establishing the advance notice provisions, the Amended By-Laws also
amend the existing disclosure requirements contained in Section 2.06(c) of the
By-Laws applicable to proposed actions by written consent. Section
2.06(c) was amended in order to make the disclosure requirements that are
applicable to proposed actions by written consent consistent with the new
disclosure requirements that are applicable to stockholders making proposals and
nominations to be considered at annual and special meetings of IPG’s
stockholders.
Only a
person who is nominated for election or reelection as a director in accordance
with the procedures set forth in the Amended By-Laws is eligible to serve as a
director of IPG, and only business that is brought before an annual or special
meeting of IPG’s stockholders in accordance with the procedures set forth in the
Amended By-Laws may be conducted at such meetings.
A copy of
the Amended By-Laws is attached hereto as Exhibit 3.1 and incorporated herein by
reference. The foregoing description of the Amended By-Laws is qualified in its
entirety by reference to the full text of the Amended By-Laws.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
3.1:
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By-Laws
of The Interpublic Group of Companies, Inc., as amended through
December 17, 2009
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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.
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THE
INTERPUBLIC GROUP OF COMPANIES, INC. |
Date: December 23, 2009 |
By:
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/s/ Nicholas J.
Camera
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Nicholas J.
Camera Senior Vice
President, General Counsel
and Secretary |
EXHIBIT
INDEX
Exhibit
No. Description
3.1
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By-Laws
of The Interpublic Group of Companies, Inc., as amended through
December 17, 2009.
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