The main board of Interpublic Group, currently comprising three executive and seven non-executive directors, will be left with just one executive member - chairman/ceo Michael Roth - following the company's annual meeting next month.
McCann WorldGroup ceo John Dooner (57) and IPG co-chairman David Bell (62) will not stand for re-election at the meeting, according to a proxy statement filed by the company with the US Securities and Exchange Commission.
An IPG spokesman explained the rationale for the change: "In 2002, Interpublic moved toward a board made up primarily of outside directors. In keeping with best practices in corporate governance, we are now moving to a board made up solely of independent directors, other than the company's chief executive officer".
Although neither IPG's statement nor its proxy document refers to a change of chairman, it is significant that the former mentions Roth only as ceo (he is also joint chairman with Bell), suggesting that the appointment of an outsider to the IPG chair could be in the offing.
The November 14 annual meeting is likely to be a landmark occasion for the beleaguered marketing services group - the globe's third largest. A resolution to sell IPG to the highest bidder has been moved by IPG shareholder Charles Miller, a retired multimillionaire fund manager.
Miller's right to propose the motion was recently upheld by the SEC despite the company's strenuous objection. IPG will oppose the resolution at the meeting, in the run-up to which there is likely to be much frantic backstage scurrying to rally shareholder opposition to a sale.
It is equally probable that Miller too is in hyperactive mode.
Data sourced from AdWeek (USA); additional content by WARC staff