Omnicom, holding its annual stockholders meeting May 20 outside of New York City for the 12th year in a row (the Interpublic meeting is always in New York), dispensed with it in 15 minutes.
Chairman Bruce Crawford sped through the required formalities in 15 minutes, obtaining approval of the board until 2015, re-appointing KPMG as the auditor, and approving executive compensation plans.
FleishmanHillard’s Washington offices.
There were no questions from anyone in the audience of about 25 who appeared to be mostly employees of FleishmanHillard, Washington, D.C., where the meeting was held. Reporters were not allowed. We attended because the O’Dwyer Co. is a stockholder.
No one dared to raise the issue of the colossal pay packages of CEO John Wren and CFO Randy Weisenburger which brought them a total of $114.8 million in 2012-2013 ($71.4M for Wren and $43.4M for Weisenburger).
The complicated pay formulas occupy 28 pages in the 2014 proxy and include base salary, annual performance-based cash award, annual performance-based equity award and, “periodically,” additional long-term equity award typically vesting over a five-year-period. There is also a Senior Executive Restrictive Covenant and Retention Plan and an Executive Salary Continuation Plan Agreement.
Perks Include Use of Aircraft
Perquisites and other personal benefits for Wren included $124,582 for personal use of aircraft. Weisenburger had $123,581 in such benefits. They are the only two executives getting use of aircraft hours. SVP Philip Angelestro and treasurer Dennis Hewitt each had auto allowances of $7,200.
The pay package of Wren put him among the 15 highest paid executives in the U.S. in 2012 according to a tabulation by Bolt Insurance. For some reason, his pay has never been mentioned by the New York Times although it has run many features on high executive pay.
A critic of the pay packages, stockholder John Chevedden, was sued by OMC in four federal courts when he asked the SEC to stop OMC from having an advance peek at how stockholders were voting on proposals. A free SEC process for hearing such disputes was avoided.
No Pix, No Audio
A handout given to those at the meeting said comments by stockholders are welcome but the purpose of the meeting would be observed and Crawford would stop discussions that are:
--Irrelevant to the business of the company or the conduct of its operations.
--Related to pending or threatened litigation.
--Defamatory, derogatory or otherwise inappropriate.
--Unduly prolonged (longer than three minutes).
--Substantially repetitious of statements made by other shareholders, or
--Related to personal grievances.
Wren spoke briefly about what he said was the failed “merger” with Publicis although Maurice Levy had called it an attempted takeover since the top three executives of the new company would be from OMC—Wren, Weisenburger and general counsel Michael O’Brien.
OMC, with about $15 billion in revenues, is about twice the size of Publicis, with $7B in revenues.
Weisenburger told a teleconference in New York May 9 that the cost of the failed takeover was about $55-$60 million or 15 to 20 cents a share. There was no live press conference on the busted deal. The last OMC stockholder meeting in New York was in 2002. Interpublic always has its stockholder meeting in New York and it is open to the public as well as the press. About 200 attended the IPG meeting today.
Reel of Commercials Shown
Following the formal meeting, a reel of commercials by OMC agencies was shown. The commercials for Nissan, Guinness, Volkswagen and British department story Harvey Nichols had moments of humor that brought laughter from the audience.
We shook hands with Wren following the meeting and Weisenburger came over and said hello, noting how rare it is for a stockholder to come to the annual meeting.
We told him of O’Dwyer’s efforts to interact with VP-PR Joanne Trout who has only been reached once on the phone and has not visited our offices or set up a lunch date with O’Dwyer staffers. Her behavior mimics that of previous VP-PR Patricia Sloan who in ten years never once made personal contact with O’Dwyer staffers. She set up a lunch date once with Jack O’Dwyer but then did not show up. She later said she had a sudden doctor’s appointment but did not make a new lunch date. There was no contact at all with her in her last nine years on the job.
Weisenburger thought it was curious that we have not been able to build a relationship with Trout whose office is nine blocks from O’Dwyer offices on Madison ave.
We told him that we had a personal tie with Trout because her father, Jack, was tennis coach at the Innis Arden Country Club in Old Greenwich when we were on the Club’s tennis team. We told him Jack O’Dwyer was personal friends with Jack Trout and his partner, Al Ries. They co-authored the marketing best-seller Positioning: he Battle for Your Mind.”
We were the last person to leave the meeting, having a cup of coffee in the reception area and going over our notes.
As we left FH’s offices, we couldn’t help but feel like the Jim Carrey character in “The Truman Show” where everyone around him was play-acting, hoping he wouldn’t catch on. There was an offer to take questions at one point but there were none. We had the feeling that if we started asking questions about the huge pay packages, the cost of the failed takeover attempt, why the meeting is never in New York, and so on, it would spoil the event.
Also, the questions might be deemed “irrelevant to the business of the company or the conduct of its operations.”