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): March 23, 2005      


  
    The Interpublic Group of Companies, Inc. 
        

  
  
    

    
  
  
    (Exact Name of Registrant as Specified in Charter)
  




  
     Delaware  
    
      
1-6686  

     13-1024020  
  
  
    
      

    
    
      

    
    
      

    
  
  
     (State or Other Jurisdiction  
     (Commission File  
     (IRS Employer  
  
  
     of Incorporation)  
    
      
Number)  

     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 1.01         Entry into a
Material Definitive Agreement 




On March 23, 2005, the Compensation
Committee (the “Committee”) of the Board of Directors of The Interpublic Group
of Companies Inc. (“Interpublic”) established the performance objectives that
will be used to determine 2005 management incentive compensation awards (“MICP
Awards”) payable in 2006 to the executive officers of Interpublic under
Interpublic’s 2004 Performance Incentive Plan (filed as Appendix B to
Interpublic’s 2004 proxy statement on April 23, 2004) (the “2004 PIP”). 




Pursuant to the 2004 PIP, the
Committee is authorized to grant MICP Awards based on the achievement of performance
objectives relating to one or more of the “Performance Criteria” (as defined in
the 2004 PIP). The Committee has determined that the applicable Performance Criteria for
2005 will be earnings per share. Depending on actual performance in 2005, an executive
officer’s 2005 MICP Awards could range from zero to 200% of his or her target bonus.
The Committee will determine the form and timing of MICP Awards based on the
Committee’s judgment regarding Interpublic’s and the executive officer’s
performance in 2005 against the performance objectives. As contemplated by the 2004 PIP,
in no event will any executive officer’s MICP Award exceed $5,000,000. 






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: March 29, 2005

    
      
By:     /s/ Nicholas J. Camera                                   

  
  
    
      
 

    
    
          Nicholas J. Camera

          Senior Vice President, General Counsel

          and Secretary