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

May 23, 2024

New York Stock Exchange US Communication Services shareholder_meeting 7 min

Earnings Call Speaker Segments

Operator

operator
#1

Hello, and welcome to the 2024 Annual Meeting of Stockholders of the Interpublic Group of Companies Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to David Thomas, Chairman of the Board, Mr. Dave Thomas, the floor is yours.

David Thomas

executive
#2

Well, good morning, and welcome to our Annual Stockholders Meeting. I am David Thomas, Chairman of the Board. Participating this morning are Philippe Krakowsky, our Chief Executive Officer of the corporation and a member of our Board of Directors; Ellen Johnson, Executive Vice President and Chief Financial Officer; Andrew Bonzani, Executive Vice President and General Counsel; and Robert Dobson, our 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: Jorge Benitez, Jocelyn Carter-Miller, Mary Steele Guilfoile, Dawn Hudson, Jonathan Miller, Patrick Moore, Linda Sanford and Lee Wyatt, Jr. Also in attendance are members of Computershare Shareowner 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 92% of the outstanding shares of common stock are present or represented by proxy. A quorum is present, and we can conduct our business. [Operator Instructions] We will dispense with the reading of the minutes of the 2023 Annual Meeting and will now move forward with the proposal set forth in our proxy statement. If you need a copy of the 2023 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. [Voting]

David Thomas

executive
#3

You can do that 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 Krakowsky

executive
#4

Thank you, Mr. Chairman. I'd like to first inform stockholders that you can find the webcast of our earnings call announcing both the year-end 2023 and first quarter '24 results on the Investor Relations page of our website. Moving to the items of business for the meeting. First is the election of directors to serve until the Annual Meeting of Stockholders in 2025. Information about our directors standing for reelection appears on Pages 5 through 9 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 2024, and that appears on Page 32 of our proxy statement. The third item of business is the advisory stockholder vote on compensation paid to Interpublic's named executive officers, which you can find on Page 35 of our proxy. Now that we have presented the proposals, we will address any questions on the proposals raised by the Secretary. Mr. Secretary?

Robert Dobson

executive
#5

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

Philippe Krakowsky

executive
#6

Thank you. The final item of business is the stockholder proposal requesting that the corporation adopted policy providing for an independent Chairman of the Board, is the stockholder or stockholder representative present to make a statement in support of this proposal.

John Chevedden

attendee
#7

Hello, this is John Chevedden...

Philippe Krakowsky

executive
#8

Thank you. Yes, if you could please give us your name and deliver the resolution, please.

John Chevedden

attendee
#9

Hello, this is John Chevedden. Proposal 4, Independent Board Chairman. 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. The Board has a discretion to select a temporary Chairman of the Board, who was not an independent director to serve while the Board is seeking an independent Chairman of the Board on an accelerated basis. It is a best practice to adopt this policy soon. However, this policy could be phased in when there is a contract renewal for our current CEO for the next CEO transition. This proposal is important to Interpublic because the Board can give the 2 most important jobs Interpublic, Chairman and CEO, to one person for an extended period on short notice. Support for this proposal topic at Interpublic went up 27% in 2023 compared to 2022. This may be due in part because the current Interpublic Chairman, Mr. David Thomas, does not appear to have had a day job for the last 18 years. Thus, Mr. Thomas might not have the stature to be -- and up-to-date job skills to be an effective Chairman. The least that the Interpublic Board of Directors could do would be to name a Chairman with more recent full-time employment. Please vote yes, independent Board Chairman, Proposal 4.

Philippe Krakowsky

executive
#10

Mr. Secretary, are there any questions to be raised at this time?

Robert Dobson

executive
#11

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

Philippe Krakowsky

executive
#12

Thank you, Mitch, Secretary. The polls are now closed. We have results of the voting. All nominees have been elected as directors. The ratification of PricewaterhouseCoopers was approved by the stockholders. The advisory vote on compensation paid to named executive officers was also approved by stockholders, and the stockholders' proposal requesting 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 these proposals. There being no other matters, I'd like to turn things back over to our Chairman, David Thomas.

David Thomas

executive
#13

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

Operator

operator
#14

This concludes the meeting. You may now disconnect.

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