6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of December 2017

Commission File Number: 001-38303

WPP plc

(Translation of registrant’s name into English)

27 Farm Street, London W1J 5RJ, England

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Forward-Looking Statements

In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), WPP plc and its subsidiaries (the “Company”) may include forward-looking statements (as defined in the Reform Act) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors that may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, shifts in industry rates of compensation, regulatory compliance costs or litigation, natural disasters or acts of terrorism, the Company’s exposure to changes in the values of major currencies other than the UK pound sterling (because a substantial portion of its revenues are derived and costs incurred outside of the United Kingdom) and the overall level of economic activity in the Company’s major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors” in the Company’s Form 20-F for the year ended 31 December 2016, which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in the oral or written public statements should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved.

The Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

EXHIBIT INDEX

Exhibit No.	Description
1	Announcement dated 5 December 2017, made by WPP plc.
2	Press Release dated 5 December 2017, made by WPP plc.

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, thereunto duly authorized.

	WPP PLC (Registrant)
Date: 8 December 2017.	By:	/s/ Paul W.G. Richardson
		Paul W.G. Richardson
		Group Finance Director

EX-99.1

Exhibit 1

Buy-back programme

Transaction in own shares

WPP plc (“WPP” or the “Company”) announces that on 5 December 2017 it purchased for treasury 175,000 of its ordinary shares at an average price of 1320.2947 pence per ordinary share. Details of the relevant repurchase transactions are set out below:

Description of shares:	WPP plc ordinary shares of 10 pence each
Number of shares repurchased:	175,000
Date of transaction:	5 December 2017
Time of transaction:	08:10 – 16:25
Price (pence):	1320.2947
Trading venue:	London Stock Exchange
Broker:	Merrill Lynch International

Following the above purchase, WPP holds 62,578,938 ordinary shares as treasury shares. The total number of WPP shares in issue is 1,269,932,614 (excluding shares to be held in treasury).

All transactions under this programme will be published on the Company’s website (www.wpp.com) on a daily basis.

Enquiries:

Marie Capes, Company Secretary 020 7408 2204

EX-99.2

Exhibit 2

FOR IMMEDIATE RELEASE 5 December 2017

ANNOUNCEMENT

WPP plc (“WPP”)

Executive Performance Share Plan (“EPSP”) Awards

The EPSP is WPP’s long term incentive scheme approved by share owners at the 2013 Annual General Meeting. Participants in the scheme for the 2017-21 performance period are the two WPP executive directors and 30 senior managers within the Group’s operating companies. The 2017 awards are subject to three equally weighted performance conditions, being relative Total Shareholder Return (“TSR”), Earnings per Share (“EPS”) and Return on Equity (“ROE”). Performance is measured over the five financial years from 2017 to 2021. The target ranges remain unchanged from 2016 and are as disclosed in the 2016 Annual Report.

On 5 December 2017, WPP was notified that awards were granted to the executive directors under the EPSP. The awards were granted as nil cost options, which are exercisable over WPP shares or ADSs and also incorporate dividend awards. The extent to which the options will become exercisable in 2022 will depend on WPP’s performance, as described above, over five years from 1 January 2017 to 31 December 2021.

The 2017 EPSP awards were granted as follows:

Director	Number of shares (nil cost options)
Sir Martin Sorrell	534,428 WPP Shares
Mr Paul Richardson	184,665 WPP Shares in the form  of 36,933 WPP ADSs

At today’s date, Sir Martin Sorrell and his family interests are interested in or have rights in 17,940,018 WPP ordinary shares. Sir Martin Sorrell’s family interests and rights represent 1.412% of the issued share capital of WPP. In addition, The JMCMRJ Sorrell Charitable Foundation holds 4,575,936 WPP shares, representing 0.3603% of WPP’s issued share capital.

At today’s date, Mr Richardson’s beneficial holding is the equivalent of 1,068,240 WPP shares held in the form of 213,648 WPP ADSs, representing 0.0841% of WPP’s issued share capital.

Contact:

Marie Capes, Company Secretary, WPP

(The person responsible for arranging the release of this announcement)

Feona McEwan, Group Communications Director, WPP

Chris Wade, Head of Communications, WPP EMEA

+44 (0)20 7408 2204

Richard Oldworth, Executive Chairman, Buchanan Communications

+44 (0)7710 130634