Omnicom has called a special shareholder meeting for January 28, 2026 to vote on a proposed new stock incentive award plan that it says is necessary to attract and retain the talent necessary to successfully run the company after the acquisition of the Interpublic Group, which was completed last month.  

The company adopted the plan earlier this week, according to an SEC filing, but it won’t go into effect unless a majority of shares represented at the special meeting approve it. 

The plan would be funded by the issuance of 27,390,000 company shares and the firm noted a potential dilutive effect on outstanding shares of 11.3%. That figure could vary, depending on a number of factors, including share growth or decline over time. The company also said that share repurchases could reduce the dilutive impact.  

Per the filing, the company retained FW Cook, its independent compensation consultant, to assist in the design of the proposed new plan as well as the determination of the number of shares of common stock available for issuance under the plan. 

FW Cook reviewed, among other things, the terms of the plan, potential dilution, and historical grant practices. “Based on its analysis, FW Cook expressed its support for the Plan, including the number of shares of common stock available for issuance under the Plan,” the filing stated. 

So far neither of the two major proxy advisory firms—Institutional Share Services (ISS) and Glass Lewis—have publicly disclosed a recommendation to shareholders on how to vote for the proposed plan. 

Recommendations from both firms are likely to come closer to the date of the special shareholders' meeting in January. Both firms did recommend that shareholders vote to approve the acquisition of IPG by Omnicom leading up to shareholder votes for the deal.