Regulatory News:
Publicis Groupe S.A.’s (Paris:PUB) [Euronext Paris:
FR0000130577, CAC40] Combined General Shareholders’ Meeting
took place today, chaired by Mr. Maurice Lévy, Chairman of the
Supervisory Board. In the very specific context of COVID-19, this
year again, the meeting was held behind closed doors, without the
physical attendance of the shareholders, pursuant to the Order
n°2020-321 dated March 25, 2020 and to the French decree n°
2020-418 dated April 10, 2020, as modified and extended by the
French decree n° 2021-255 dated March 9, 2021.
The Combined General Shareholders’ Meeting was webcast live on
the Groupe’s website at www.publicisgroupe.com, and the different
speeches are available at the following links:
https://www.publicisgroupe.com/en/investors/shareholders/annual-general-meeting.
All documents relating to the General Shareholders’ Meeting have
been made available to shareholders on the Groupe's website.
Shareholders participated in the live event and were able to ask
questions.
Representing a quorum of 73%, shareholders adopted all 26
resolutions, among which:
- The renewal of the mandate of Mr. Maurice Lévy, which was
approved by 92.99% of votes, for a duration of four years. The
Supervisory Board expressed its wish to see him continue his
mission as Chairman of the Supervisory Board, providing support and
advice to the Management Board and its President, Mr. Arthur
Sadoun, who expressed the same wish. The Supervisory Board that met
after the General Shareholders’ Meeting unanimously approved the
renewal of the mandate of its Chairman for a duration of four
years.
- The renewal of the mandates of Mr. Simon Badinter and Mr. Jean
Charest, with strong support from shareholders, for mandates of
four years as well.
- The Management Board’s 2020 compensation packages were approved
by more than 88%, and their 2021 compensation policy passed at more
than 90%.
- The dividend of 2.00 euros per share, representing a pay-out
ratio of 46.8%, above its pre-pandemic level. The option for
payment of the dividend in shares must be exercised between June 17
and June 30, 2021 inclusive. The ex-dividend date will be June 15,
2021. Shareholders can opt to receive payment of the dividend
either in cash or in new shares. The issue price of shares
distributed as dividends was set at 53.05 euros per share,
calculated as the average of the closing prices of the twenty
trading days prior to the Combined Shareholder Meeting, minus the
net dividend.
Maurice Lévy, Chairman of the Supervisory Board,
said:
« In a year when the whole world has been put to the test and we
have entered in a new normal era, the Supervisory Board and I are
very proud of the resilience demonstrated by your Groupe. It is the
contribution of each person, the individual and combined strengths
of the teams as well as the rapid, determined and efficient
response of the management under the direction of Arthur Sadoun
that have enabled Publicis Groupe, not only to weather this crisis
by obtaining results above expectations, but also to emerge
stronger, by returning to growth as of the 1st quarter of 2021. My
attachment to the Groupe no longer needs to be demonstrated, after
a journey of fifty years which has allowed me to accompany the
different stages of the development of Publicis, to become the 3rd
largest communication Groupe in the world and a leader in digital
and data. It is therefore with full enthusiasm (although not part
of my initial plans) that I will continue my mission for the Groupe
and for all its stakeholders.
The Supervisory Board and I would like to thank shareholders for
their trust and support. By their votes, they acknowledge the
extraordinary work and mobilization of the Management Board and
more particularly of its President and CEO in this period. I would
also like to thank them for approving the renewal of my mandate as
member of the Supervisory Board, and the Board for offering me to
continue to support the Groupe as Chairman.
Thanks to its transformation and its long-term investments in
technology and data, notably Sapient and Epsilon, your Groupe has
all the assets it needs in an environment which has, with this
crisis, evolved rapidly and irreversibly towards digital. While the
environment remains uncertain, your Groupe is very well equipped
and very well managed to meet the needs of its clients and support
them on the path to growth in this new world».
***
During his presentation at the Combined Shareholder Meeting, Mr.
Arthur Sadoun, Chairman of the Management Board, presented the key
highlights of 2020.
When the crisis hit and despite a very uncertain environment,
the Management Board reacted immediately and defined three clear
priorities:
- First, protect the Groupe’s talents, by shifting all employees
to home working in a matter of days, in all countries. Moreover,
the Groupe undertook many initiatives in the year to ensure their
well-being and their health.
- Second, the Groupe fully mobilized to accompany its clients in
rethinking and immediately adapting their communication campaigns
to this new situation, contributing to their competitiveness and
resilience in this critical period.
- Third, the Directoire implemented a series of exceptional
measures to maintain the Groupe’s financial strength, notably with
a €500m cost savings plan and a reduction of the initially proposed
dividend. In parallel, the Chairman of the Supervisory Board and
members of the Management Board proposed to reduce their salaries.
Also, the voluntary salary sacrifices made by 6,000 talents at the
peak of the crisis were reimbursed after the publication of better
than expected results, with the exception of Management Board
members.
Concluding this incredibly exceptional year, the Groupe emerged
stronger and outperformed the market in 2020 organically while
posting again the strongest financial ratios in the industry.
It is worth noting that, answering a question asked at the
General Shareholders’ Meeting, Mr. Arthur Sadoun, the Chairman of
the Management Board, confirmed the continuation of the good trends
observed in Q1 2021. He specified that organic growth for the 2nd
quarter should be at the high end of the range indicated at the
time of the Q1 results publication, which is +8% to +10%.
***
Composition of the Supervisory Board and of the Management
Board
After this General Shareholders’ Meeting, and after the
departure of Mr. Enrico Letta1, the Supervisory Board remains
composed of 13 members, with 55%(2) women as well as two members
representing employees. With a 64%(2) rate, the Supervisory Board
includes a majority of independent members.
The Supervisory Board also confirmed the composition of the
Management Board, with four members: Mr. Arthur Sadoun (Chairman),
Mr. Steve King (COO), Mrs. Anne-Gabrielle Heilbronner (Secretary
General) and Mr. Michel-Alain Proch (Chief Financial Officer
replacing Mr. Jean-Michel Etienne).
Composition of the Committees of the Board
During its meeting that took place after the General
Shareholders’ Meeting, the Supervisory Board approved the following
composition of the Committees of the Board.
Audit Committee Chair: Mr.
Jean Charest. Members: Mrs. Suzan LeVine, Mr. André Kudelski and
Mr. Thomas H. Glocer. Expert: Mr. Jean-Michel Etienne
Compensation Committee
Chair: Mr. André Kudelski. Members: Mrs. Antonella Mei-Pochtler;
Mr. Thomas H. Glocer and Mr. Maurice Lévy. Independent Expert: Mr.
Michel Cicurel.
Strategy and Risk Committee
Chair: Mrs. Marie-Josée Kravis. Members: Mr. Simon Badinter, Mr.
Thomas H. Glocer, Mr. Maurice Lévy and Mr. Pierre Pénicaud.
« ESG » Committee A
committee dedicated to environmental and societal reflexions,
taking into account all stakehoders’ interests, has been created:
Chair: Mrs. Suzan LeVine Members : Mrs. Cherie Nursalim, Mrs.
Sophie Dulac and Mrs. Patricia Velay-Borrini.
Nominating Committee
Composed of the Chairmen of the different committees, the
Nominating Committee is chaired by Mrs. Elisabeth Badinter.
Members: Mrs. Marie-Josée Kravis and Mrs. Suzan LeVine. Mr. Jean
Charest, Mr. André Kudelski and Mr. Maurice Lévy.
Disclaimer
Certain information contained in this document, other than
historical information, may constitute forward-looking statements
or unaudited financial forecasts. These forward-looking statements
and forecasts are subject to risks and uncertainties that could
cause actual results to differ materially from those projected.
These forward-looking statements and forecasts are presented at the
date of this document and, other than as required by applicable
law, Publicis Groupe does not assume any obligation to update them
to reflect new information or events or for any other reason.
Publicis Groupe urges you to carefully consider the risk factors
that may affect its business, as set out in the Universal
Registration Document filed with the French Autorité des Marchés
Financiers (AMF) and which is available on the website of Publicis
Groupe (www.publicisgroupe.com), including an unfavorable economic
climate, a highly competitive industry, risks associated with the
confidentiality of personal data, the Groupe’s business dependence
on its management and employees, risks associated with mergers and
acquisitions, risks of IT system failures and cybercrime, the
possibility that our clients could seek to terminate their
contracts with us on short notice, risks associated with the
reorganization of the Groupe, risks of litigation, governmental,
legal and arbitration proceedings, risks associated with the
Groupe’s financial rating and exposure to liquidity risks.
About Publicis Groupe - The Power of One
Publicis Groupe [Euronext Paris FR0000130577, CAC 40] is a
global leader in communication. The Groupe is positioned at every
step of the value chain, from consulting to execution, combining
marketing transformation and digital business transformation.
Publicis Groupe is a privileged partner in its clients’
transformation to enhance personalization at scale. The Groupe
relies on ten expertise concentrated within four main activities:
Communication, Media, Data and Technology. Through a unified and
fluid organization, its clients have a facilitated access to all
its expertise in every market. Present in over 100 countries,
Publicis Groupe employs around 80,000 professionals.
www.publicisgroupe.com | Twitter:@PublicisGroupe | Facebook |
LinkedIn | YouTube | Viva la Difference!
___________________________ 1 Mr. Enrico Letta resigned from his
mandate as a Supervisory Board member on March 28, 2021 after
having been elected Secretary of the Italian Democratic Party. 2
Pursuant to the law and Afep-Medef Code, the members of the
Supervisory Board representing employees are not taken into account
for the calculation of percentages.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210526006014/en/
Delphine Stricker Corporate Communications + 33 (0)6 38 81 40 00
delphine.stricker@publicisgroupe.com
Alessandra Girolami Investor Relations + 33 (0)1 44 43 77 88
alessandra.girolami@publicisgroupe.com
Brice Paris Investor Relations + 33 (0)1 44 43 79 26
brice.paris@publicisgroupe.com
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