The Interpublic Group of Companies, Inc. (IPG) Earnings Call Transcript & Summary

May 25, 2023

New York Stock Exchange US Communication Services shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator

operator
#1

Hello, and welcome to the Annual Meeting of Stockholders of Interpublic Group of Companies. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn the meeting over to David Thomas, Chairman of the Board. Mr. Thomas, the floor is yours.

David Thomas

executive
#2

Thank you, and good morning, and welcome to our virtual Annual Stockholder Meeting. I am David Thomas, Chairman of the Board. Participating this morning are Philippe Krakowsky, our Chief Executive Officer and a member of the Board of Directors; Ellen Johnson, Executive Vice President and Chief Financial Officer; Andrew Bonzani, Executive Vice President and General Counsel; Robert Dobson, Senior Vice President and Secretary. Also participating today are the independent members of our Board of Directors, all of whom are standing for reelection. They are Jocelyn Carter-Miller, Mary Steele Guilfoile, Chairman of MG Advisors; Dawn Hudson, former Chief Marketing Officer for the National Football League; Jonathan Miller, Chief Executive Officer of Integrated Media; Patrick Moore, former Executive Vice President of Strategy and Business Development at Carter's; Linda Sanford, Former Senior Vice President of Enterprise Transformation at IBM; and Lee Wyatt, former Chief Financial Officer of Fortune Brands Home & Security. Also in attendance are members of Computershare Shareholder Services, who are appointed as inspectors of election to count the votes and to certify the results of the voting. The Secretary reports that the holders of over 91% of the outstanding shares of common stock are present or represented by proxy, a quorum is then -- since therefore present, and we can conduct our business. You may submit questions online by clicking on the dialogue icon in the upper right corner of the meeting center screen. We will dispense with the reading of the minutes of the 2022 Annual Meeting and will now move forward with the proposals set forth in our proxy statement. If you need a copy of the 2022 Annual Report or the proxy statement, the link to the annual meeting materials is provided online. If you have not yet voted or wish to change your vote, I encourage you to do so now by clicking on the cast your vote link. The polls will remain open until the end of the meeting. I will now turn the meeting over to Philippe Krakowsky, our Chief Executive Officer. Philippe?

Philippe Krakowsky

executive
#3

Thank you, Mr. Chairman. I'd like to first inform stockholders that you can find webcasts of our earnings call announcing both the year-end 2022 and first quarter 2023 results on the Investor Relations page of our website. Moving on to the items of business for the meeting. First is the election of the directors to serve until the Annual Meeting of Stockholders in 2024. Information about our directors standing for reelection appears on Pages 5 through 8 of our proxy statement. The second item of business is the ratification of the appointment of PricewaterhouseCoopers as the independent public accounting firm of the corporation for 2023. That appears on Page 27 of our proxy statement. The third item of business is the advisory stockholder vote on the compensation paid to Interpublic's named executive officers, appearing on Page 29 of our proxy statement. And the fourth item of business is the advisory stockholder vote on the frequency of the advisory vote on the compensation paid to Interpublic's named executive officers. That appears on Page 30 of our proxy statement. Now that we've presented the proposals, we will address any questions on the proposals raised by the Secretary. Mr. Secretary?

Robert Dobson

executive
#4

Mr. Krakowsky, there are no questions to be raised at this time.

Philippe Krakowsky

executive
#5

Okay. The final item of business is the stockholder proposal requesting that the corporation adopt a policy providing for an independent Chairman of the Board. Is the stockholder or the stockholders' representative present to make a statement in support of this proposal.

Operator

operator
#6

Yes, one moment.

Philippe Krakowsky

executive
#7

And if that person could give us their name and then deliver the resolution, please?

Operator

operator
#8

And stockholder, your line is open.

John Chevedden

attendee
#9

Hello. This is John Chevedden. Speaking for Kenneth Steiner, the proponent of the independent Board Chairman Proposal. Shareholders request that the Board of Directors adopt an enduring policy and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO. Whenever possible, the Chairman of the Board shall be an independent director. This proposal is important because the Board can give the 2 most important jobs, Chairman and CEO to one person on short notice. The roles of Chairman and CEO are fundamentally different and should be held by 2 directors as CEO and Chairman who is completely independent of the CEO and the company. The job of the CEO is to manage the company, the job of the Chairman is to oversee the CEO. Plus a presiding director is no substitute for an independent Board Chairman. According to the Board of Directors' response to this proposal, the presiding director is not involved in determining the company reports and other materials that are forwarded to the Board of Directors. A presiding director is not responsible for the strategic direction of the company and a Chairman and CEO can ignore the advice and feedback from a presiding director. There's no example of a lead director or a presiding director prevailing when there is a disagreement between the Chairman, CEO and the Presiding Director. Please vote yes, independent Board Chairman.

Philippe Krakowsky

executive
#10

All right. Obviously, our position on this resolution can be found on Page 70 of the proxy. Mr. Secretary, are there any further questions to be raised at this time?

Robert Dobson

executive
#11

Yes, Mr. Krakowsky, there is one question. It reads as follows. My name is Mike Piccirillo from the United Brotherhood of Carpenters. I'm speaking on behalf of the Carpenters Pension Fund. My question relates to the issue of officer personal liability for fiduciary duty violation. Delaware corporate law now permits corporations to amend their certificate of incorporation to limit personal liability of senior corporate officers for monetary damages in connection with an officer's breach of their fiduciary duty of care. The permitted amendment covers most senior officers. Has the board discussed the officer exculpation issue? And if so, is there a consideration of advancing a certificate of amendment?

Philippe Krakowsky

executive
#12

Thank you for the question. We are aware of the change in law and understand the rationale for limiting the scope of liability, striking a balance between stockholders' interest in accountability and their interest in the company to, a, lower the cost of litigations and obviously be attract and retained quality officers. The Board has and continues to evaluate whether to propose such an amendment and we'll make a determination based on the best interests of all stakeholders. Are there any further questions?

Robert Dobson

executive
#13

No, there are no further questions, Mr. Krakowsky.

Philippe Krakowsky

executive
#14

Thank you. The polls are now closed, and we have the results of the voting. All nominees have been elected as directors. The ratification of PricewaterhouseCoopers was approved by stockholders. The advisory vote on the compensation paid to named executive officers was approved by stockholders. Stockholders have voted in favor of having an annual advisory vote on the compensation paid to named executive officers. And the stockholders' proposal requesting that the corporation adopt a policy providing for an independent Chairman of the Board was not approved by stockholders. The Secretary has a tally of the actual votes of the proposals. And Mr. Chairman, I don't believe there are other further matters to cover, so I'll turn the meeting back over to you.

David Thomas

executive
#15

Thank you, Philippe, and there being no further items of business, this meeting is adjourned. Thank you all for attending, and have a safe day.

Operator

operator
#16

This concludes the meeting. You may now disconnect.

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