UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
                                
FORM 8-K
                                
_______________________
                                
                                
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
                                
Date of report (Date of earliest event reported): August 29, 2013
                                
The Interpublic Group of Companies, Inc.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 Delaware
1-6686
13-1024020
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)
 
 
 
1114 Avenue of the Americas, New York, New York
10036
(Address of Principal Executive Offices)
(Zip Code)
 
 
 
 
Registrant's telephone number, including area code: 212-704-1200
 
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 















Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Pursuant to authorization received from the Compensation and Leadership Talent Committee of its Board of Directors at its regularly scheduled meeting on July 24, 2013, The Interpublic Group of Companies, Inc. on August 29, 2013 entered into extension agreements (the “Extensions”) to its existing Executive Change of Control Agreements (the “Agreements”) with each of its named executive officers, Michael I. Roth, Frank Mergenthaler, Andrew Bonzani, Christopher Carroll and Philippe Krakowsky. The Extensions extend the termination date of the respective Agreements, which were scheduled to terminate on September 1, 2013, to September 1, 2016. No other changes to the terms and conditions of the Agreements were effected by the Extensions.
A copy of each of the Extensions is attached hereto as Exhibits 10.1 through 10.5 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1:
Extension of Existing Executive Change of Control Agreement between The Interpublic Group of Companies, Inc. (the “Company”) and Michael I. Roth dated August 29, 2013 (filed pursuant to Item 5.02)

Exhibit 10.2:
Extension of Existing Executive Change of Control Agreement between the Company and Frank Mergenthaler dated August 29, 2013 (filed pursuant to Item 5.02)

Exhibit 10.3:
Extension of Existing Executive Change of Control Agreement between the Company and Andrew Bonzani dated August 29, 2013 (filed pursuant to Item 5.02)

Exhibit 10.4:
Extension of Existing Executive Change of Control Agreement between the Company and Christopher Carroll dated August 29, 2013 (filed pursuant to Item 5.02)

Exhibit 10.5:
Extension of Existing Executive Change of Control Agreement between the Company and Philippe Krakowsky dated August 29, 2013 (filed pursuant to Item 5.02)


































SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
THE INTERPUBLIC GROUP OF COMPANIES, INC.
Date: August 30, 2013
By:  
        /s/ ANDREW BONZANI                           
 
 
     Andrew Bonzani
     Senior Vice President, General Counsel
     and Secretary

 



EXHIBIT 10.1

Extension of Existing Executive Change of Control Agreement

WHEREAS, Michael Roth (the “ Executive ”) and The Interpublic Group of Companies, Inc. (“ Interpublic ,” Interpublic and its subsidiaries being referred to herein as the “ Company ”) are parties to an Executive Change of Control Agreement dated as of May 27, 2010 (the “ Agreement ”); and
WHEREAS, Section 5.1 of the Agreement states that the Agreement will expire as of September 1, 2013; and
WHEREAS, the Executive and the Company wish to extend the Agreement for another three years;
NOW, THEREFORE, the Agreement is hereby amended, effective immediately, as follows:
1.
Incorporation by Reference . All provisions of the Agreement are hereby incorporated herein by reference and shall remain in full force and effect except to the extent that such provisions are expressly modified by the provisions of this Extension. Words and phrases used in this Extension shall have the meaning set forth in the Agreement unless the context clearly indicates that a different meaning is intended.

2.
Extension . Section 5.1(a)(i) of the Agreement is amended by replacing the phrase “September 1, 2013” with “September 1, 2016”.
*    *    *
IN WITNESS WHEREOF, Interpublic, by its duly authorized officer, and Executive have caused this Extension to the Agreement to be executed.
The Interpublic Group of Companies, Inc.
           Executive

BY:      /s/ ANDREW BONZANI                  
               Andrew Bonzani
              SVP,   General Counsel & Secretary

                 /s/ MICHAEL ROTH                   
             Michael Roth
           
DATE: August 29, 2013
 




EXHIBIT 10.2

Extension of Existing Executive Change of Control Agreement

WHEREAS, Frank Mergenthaler (the “ Executive ”) and The Interpublic Group of Companies, Inc. (“ Interpublic ,” Interpublic and its subsidiaries being referred to herein as the “ Company ”) are parties to an Executive Change of Control Agreement dated as of May 27, 2010 (the “ Agreement ”); and
WHEREAS, Section 5.1 of the Agreement states that the Agreement will expire as of September 1, 2013; and
WHEREAS, the Executive and the Company wish to extend the Agreement for another three years;
NOW, THEREFORE, the Agreement is hereby amended, effective immediately, as follows:
1.
Incorporation by Reference . All provisions of the Agreement are hereby incorporated herein by reference and shall remain in full force and effect except to the extent that such provisions are expressly modified by the provisions of this Extension. Words and phrases used in this Extension shall have the meaning set forth in the Agreement unless the context clearly indicates that a different meaning is intended.

2.
Extension . Section 5.1(a)(i) of the Agreement is amended by replacing the phrase “September 1, 2013” with “September 1, 2016”.
*    *    *
IN WITNESS WHEREOF, Interpublic, by its duly authorized officer, and Executive have caused this Extension to the Agreement to be executed.
The Interpublic Group of Companies, Inc.
           Executive

BY:      /s/ ANDREW BONZANI                
               Andrew Bonzani
              SVP,   General Counsel & Secretary

                /s/ FRANK MERGENTHALER          
             Frank Mergenthaler
           
DATE: August 29, 2013
 




EXHIBIT 10.3

Extension of Existing Executive Change of Control Agreement

WHEREAS, Andrew Bonzani (the “ Executive ”) and The Interpublic Group of Companies, Inc. (“ Interpublic ,” Interpublic and its subsidiaries being referred to herein as the “ Company ”) are parties to an Executive Change of Control Agreement dated as of December 22, 2011 (the “ Agreement ”); and
WHEREAS, Section 5.1 of the Agreement states that the Agreement will expire as of September 1, 2013; and
WHEREAS, the Executive and the Company wish to extend the Agreement for another three years;
NOW, THEREFORE, the Agreement is hereby amended, effective immediately, as follows:
1.
Incorporation by Reference . All provisions of the Agreement are hereby incorporated herein by reference and shall remain in full force and effect except to the extent that such provisions are expressly modified by the provisions of this Extension. Words and phrases used in this Extension shall have the meaning set forth in the Agreement unless the context clearly indicates that a different meaning is intended.

2.
Extension . Section 5.1(a)(i) of the Agreement is amended by replacing the phrase “September 1, 2013” with “September 1, 2016”.
*    *    *
IN WITNESS WHEREOF, Interpublic, by its duly authorized officer, and Executive have caused this Extension to the Agreement to be executed.
The Interpublic Group of Companies, Inc.
           Executive

BY:         /s/ PHILIPPE KRAKOWSKY             
               Philippe Krakowsky
              EVP, Chief Strategy & Talent Officer

                  /s/ ANDREW BONZANI                     
             Andrew Bonzani
           
DATE: August 29, 2013
 




EXHIBIT 10.4

Extension of Existing Executive Change of Control Agreement

WHEREAS, Christopher Carroll (the “ Executive ”) and The Interpublic Group of Companies, Inc. (“ Interpublic ,” Interpublic and its subsidiaries being referred to herein as the “ Company ”) are parties to an Executive Change of Control Agreement dated as of May 27, 2010 (the “ Agreement ”); and
WHEREAS, Section 5.1 of the Agreement states that the Agreement will expire as of September 1, 2013; and
WHEREAS, the Executive and the Company wish to extend the Agreement for another three years;
NOW, THEREFORE, the Agreement is hereby amended, effective immediately, as follows:
1.
Incorporation by Reference . All provisions of the Agreement are hereby incorporated herein by reference and shall remain in full force and effect except to the extent that such provisions are expressly modified by the provisions of this Extension. Words and phrases used in this Extension shall have the meaning set forth in the Agreement unless the context clearly indicates that a different meaning is intended.

2.
Extension . Section 5.1(a)(i) of the Agreement is amended by replacing the phrase “September 1, 2013” with “September 1, 2016”.
*    *    *
IN WITNESS WHEREOF, Interpublic, by its duly authorized officer, and Executive have caused this Extension to the Agreement to be executed.
The Interpublic Group of Companies, Inc.
           Executive

BY:      /s/ ANDREW BONZANI                     
               Andrew Bonzani
              SVP,   General Counsel & Secretary

                  /s/ CHRISTOPHER CARROLL            
             Christopher Carroll
           
DATE: August 29, 2013
 




EXHIBIT 10.5

Extension of Existing Executive Change of Control Agreement

WHEREAS, Philippe Krakowsky (the “ Executive ”) and The Interpublic Group of Companies, Inc. (“ Interpublic ,” Interpublic and its subsidiaries being referred to herein as the “ Company ”) are parties to an Executive Change of Control Agreement dated as of May 27, 2010 (the “ Agreement ”); and
WHEREAS, Section 5.1 of the Agreement states that the Agreement will expire as of September 1, 2013; and
WHEREAS, the Executive and the Company wish to extend the Agreement for another three years;
NOW, THEREFORE, the Agreement is hereby amended, effective immediately, as follows:
1.
Incorporation by Reference . All provisions of the Agreement are hereby incorporated herein by reference and shall remain in full force and effect except to the extent that such provisions are expressly modified by the provisions of this Extension. Words and phrases used in this Extension shall have the meaning set forth in the Agreement unless the context clearly indicates that a different meaning is intended.

2.
Extension . Section 5.1(a)(i) of the Agreement is amended by replacing the phrase “September 1, 2013” with “September 1, 2016”.
*    *    *
IN WITNESS WHEREOF, Interpublic, by its duly authorized officer, and Executive have caused this Extension to the Agreement to be executed.
The Interpublic Group of Companies, Inc.
           Executive

BY:      /s/ ANDREW BONZANI                     
               Andrew Bonzani
              SVP,   General Counsel & Secretary

                  /s/ PHILIPPE KRAKOWSKY           
             Philippe Krakowsky
           
DATE: August 29, 2013