IPG STOCKHOLDERS REJECT SALE PROPOSAL

Eight Directors Re-Elected at Annual Meeting

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NEW YORK (AdAge.com) -- Interpublic Group of Cos.’ stockholders voted overwhelmingly against a proposal put forth by an activist shareholder to put the struggling ad agency holding company on the block.
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At the company’s annual meeting this morning, investors also pushed through a few management proposals, including the election of Interpublic’s board of directors, to confirm accountancy PricewaterhouseCoopers as its independent auditors for the year, and to adopt an employee stock-purchase plan.

The 50-minute meeting was largely free of contention, although one shareholder bashed Interpublic’s management for company’s ongoing turmoil. Ken Steiner, who owns 1,000 shares, lashed out against the board of directors, citing a tenure marked by “massive loss of shareholder value, misstated earnings, management turmoil and an SEC inquiry,” among other black marks.

'Prudent' action
Chairman-CEO Michael Roth, presiding over the first shareholder meeting since taking the reins of the company earlier this year, defended the board. “Our board of directors has acted prudently, particularly in addressing internal control issues,” he said.

Mr. Roth was referring to a six-month accounting investigation that wrapped up in late September with the company announcing the restatement of about $500 million in earnings over a five-year period. Last week, in its first earnings call since the restatement, Interpublic said quarterly net losses had narrowed but showed a decrease in organic revenue.

Mr. Steiner was also acting as a proxy for Charles Miller, the Great Neck, N.Y-based psychologist who this year submitted a resolution that the company put itself up for sale to the highest bidder. In filings with the Securities and Exchange Commission, Interpublic tried to keep the resolution off its recently filed proxy statement. The SEC overruled the move.

Mr. Steiner said the move makes sense because of the “dismal performance of the company and its stock,” adding, “there comes a time when a company has to evaluate its alternatives.”

The proposal was defeated with a resounding vote. About 87% of shareholders who voted opposed the resolution.

Shareholders also re-elected eight directors, with Mr. Roth now the only insider. Former CEOs John Dooner and David Bell were not re-nominated, as part of a plan to reshape the board so it’s dominated by outsider directors, the model favored by corporate-governance experts.

About 372 million shares -- or 86% -- voted, according to an Interpublic spokesman. There were 126 attendees at the meeting.

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