Interpublic said that two of its existing directors, Jill Considine and Richard A. Goldstein, would retire on March 1. Succeeding them will be three new faces: Deborah G. Ellinger, a former chief executive of the Princeton Review; Henry S. Miller, a veteran of corporate turnarounds; and Jonathan F. Miller, a former chief executive of AOL who now invests in technology companies.
That will expand the company’s board to 10 members from nine, with the entire slate up for election later this year. The board will also form a new finance committee to focus on how to improve operating margins and returns to shareholders.
Two of the new directors also will sit on the board’s corporate governance committee, whose responsibilities include nominating executives.
As part of Thursday’s announcement, Elliott, which owns a roughly 7 percent stake, agreed to support the new directors and refrain from further public agitation.
The rearrangement of Interpublic’s board signals a truce with Elliott nearly six months after the firm first emerged as a significant shareholder. Since Elliott’s disclosure late last July, the two sides have held numerous discussions about how to improve the company’s financial performance.
Of particular concern was lifting Interpublic’s operating margin, which at about 10 percent trails the industry average by several percentage points. The company has made progress in improving its performance over the last several quarters.
The new directors emerged from discussions between Interpublic and Elliott, with both sides suggesting candidates.
“As we enter 2015, we felt it was important to build on our momentum, consolidate our achievements, reaffirm our commitment to further margin enhancement and position the company for continued value creation going forward,” Michael I. Roth, Interpublic’s chairman and chief executive, said in a statement. “By refreshing our board and creating a new finance committee, we can accomplish all four of these key objectives.”
Jesse Cohn, Elliott’s head of equity activism in the United States, added in a statement: “The company has shown an impressive commitment to enhancing shareholder value, and Deborah, Henry and Jonathan have the right backgrounds and perspectives to help the board achieve this goal, both operationally and strategically.”
Left untouched by the agreement was Elliott’s initial aim in its activism campaign: pushing Interpublic to sell itself. The hedge fund believed that as other media sectors were consolidating, so should the ad industry. Two advertising agency giants, Publicis and Omnicom, had tried — and failed — to combine before Elliott began its efforts, and Publicis has since struck a number of other acquisitions.
Interpublic has said that it thought it could continue to improve its fortunes on its own. But Elliott may still be holding out hope for a sale of the company down the road, even as many of the advertising concern’s peers have suggested that they aren’t interested in pursuing a big deal at the moment.
Mr. Roth suggested that the company would be open to evaluating potential takeover offers as part of its review of strategic alternatives, saying in his statement, “As always, the board will consider all potential drivers of shareholder value going forward.”
Shares in Interpublic were little changed as of midday on Thursday, trading at $20.69.