• by Steve McClellan  @mp_mcclellan, June 10, 2016

In a move that was contrary to the holding company’s recommendation, Interpublic shareholders voted in favor of a so-called “proxy access” proposal at the company’s annual meeting late last month. Separately, investors at both IPG and Omnicom Group—which also held its annual meeting in late May—voted down investor proposals to keep the positions of chairman and CEO separate. Those positions are separate now at Omnicom but the investor proposal specified that under future leadership the chairman’s post be held by an outside director.

The IPG proxy access proposal, submitted by an IPG investor, details a mechanism for shareholders to propose the election of a limited number of alternative board members under certain circumstances. 

In proxy materials issued before the meeting IPG urged shareholders to vote the non-binding proposal down. Among other things, IPG said the mechanism would be “disruptive,” and that “We have an established record of strong governance practices, exceptional performance and strong support from our shareholders.”   

An IPG rep noted that over 130 companies have adopted proxy access provisions to date. Omnicom Group did so earlier this year as part of a broader effort to address investor concerns about the makeup of its board. 

After the IPG vote on proxy access company Chairman and CEO Michael Roth told shareholders that “While the proposal is non-binding, our Board is committed to maintaining sound governance principles and being responsive to shareholder concerns. IPG will engage with shareholders and formulate the best approach to respond to the matter in light of the voting results.” 

Former Omnicom CEO Bruce Crawford, 87, is the current chairman of the Omnicom board. Current CEO John Wren succeeded Crawford in that role. Close to 40% of the votes cast on the Omnicom CEO/Chairman separation proposal supported the measure. Less than 20% of the votes cast on the similar IPG proposal were in favor of the move. Investors at both companies supported executive pay packages for 2015 by wide margins.