Omnicom shareholders want to junk the 2018 decision of the board to give the chairman title to John Wren, CEO since 1997, following the retirement of 90-year-old executive chairman Bruce Crawford from the board at last year's annual meeting.
OMC's board claims it spent considerable time reevaluating its leadership structure and assessing various succession options before making the decision to appoint 66-year-old Wren as chairman.
It says it contacted various investors who were comfortable with combining the chairman/CEO roles due to the "complexity of our business, the critical nature of Wren's longstanding client relationships to a professional services business such as ours and our strong lead independent director role," according to OMC's proxy for the May 20 annual meeting in Boston.
Lead director Leonard Coleman is former chairman of Aetna and senior advisor to Major League Baseball. The 70-year-old joined OMC's board in 1993.
The shareholder resolution wants OMC to amend its corporate bylaws to require that the chair be an independent director. It provides the board the discretion to make the move following Wren's departure from the company.
An independent board chairman, according to the resolution, "would have time to time to build up our neglected board of directors," which has five members with tenures from 16 to 25 years.
The resolution states that an independent chairman is best positioned to build up the oversight capabilities of the company's directors while the CEO addresses the challenging day-to-day issues facing it.
OMC tells shareholders to reject the measure because it believes Coleman "provides effective independent oversight and responsibilities similar to those of a chairman."
Wren earned $23,945,128 in total compensation in 2018, which was 567 times more than the median $42,205 earned by an OMC employee.