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 March 2018

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	Press Release dated 14 March 2018, made by WPP plc.
2	Announcement dated 14 March 2018, 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: 16 March 2018.	By:	/s/ Paul W.G. Richardson
		Paul W.G. Richardson
		Group Finance Director

EX-99.1

Exhibit 1

For Immediate Release 14 March 2018

WPP PLC (“WPP”)

EPSP 2013 – 17

• WPP’s Executive Performance Share Plan (“EPSP”) is the performance-based, management incentive compensation plan designed to incentivise long-term performance and to focus on long-term retention and strategic priorities.

• First five-year outcome under the EPSP which was designed following shareowner consultation and approved by shareowners in June 2013

• Measures performance achievement equally across three key areas; earnings growth, capital effectiveness and share price growth using EPS growth, Return-on-Equity, Relative TSR metrics.

• Relates to five-year performance period 2013-17 over which:

¡ Market capitalisation increased by 51.6% from £11.23bn to £17.03bn while the FTSE 100 rose by 30.3%

¡ £1,000 invested in WPP on 1 January 2013 increased to £1,510 by end of 2017 compared with £1,303 if invested in the FTSE 100

¡ EPS grew by 64.0% from 73.4p to 120.4p – a CAGR of 10.4%

¡ RoE averaged 15.8%

• Share price weakness to date, post the 2013-17 performance period, has been reflected in the value received by executives in the current awards vesting and will be in future cycles of the EPSP.

Introduction

WPP’s EPSP was approved by shareowners in June 2013 and today’s announcement is the first five-year outcome under the EPSP. The arithmetic application of the EPSP metrics has resulted in a vesting of 72.8% of the maximum.

The outcome results in the vesting of 858,730 shares for Sir Martin Sorrell, CEO, which were valued at £10.0m at the vesting price of £11.655435 per share on 13 March 2018.

This covers a five-year performance period in which the FTSE 100 rose 30.3% while WPP’s shares rose 51.0%. £1,000 invested in WPP at the start of the period increased to £1,510 by the end of 2017 compared with £1,303 if invested in the FTSE 100. WPP’s market capitalisation increased by 51.6% to £17.03 billion ($23.0 billion). The decline in WPP’s share price since the end of the 2013-17 performance period has been reflected in the value received by executives in the current awards vesting and will be in future cycles of the EPSP.

Directors’ Interests

On 13 March 2018 Sir Martin Sorrell exercised his option to receive 858,730 shares which vested pursuant to his award granted under the EPSP in 2013. On 13 March 2018 Sir Martin Sorrell sold 401,771 of these shares to raise £4.68m to discharge the consequential tax liabilities.

At today’s date Sir Martin Sorrell and his family interests are interested in or have rights in 18,540,315 shares. Sir Martin Sorrell’s family interests and rights represent 1.463% of the issued share capital of WPP. Additionally the JMCMRJ Sorrell Foundation holds 4,575,936 WPP shares, representing 0.361% of WPP’s issued share capital.

On 13 March 2018 Mr Paul Richardson, CFO, exercised his option to receive the shares which vested pursuant to the award granted under the EPSP in 2013 in relation to 216,600 shares and sold all of these shares after exercise.

At today’s date Mr Paul Richardson’s beneficial holding is the equivalent of 1,068,240 shares (all being in WPP ADRs), representing 0.084% of WPP’s issued share capital.

For further information please contact:
Richard Oldworth, Buchanan	+44 (0)207 466 5000 or +44 (0)7710 130 634

Notes to Editors

• The participants include the two Executive Directors as disclosed in this announcement and many of the senior executives responsible for some of the Group’s largest operating companies.

• Over the performance period 2013-2017 share owner value has been created by:

Market capitalisation increasing by £5.8bn ($4.7bn)

Dividends of £2.772bn ($4.018bn) – representing 16.1% CAGR in dividend per share from 28.51p to 60.0p

Share buy-backs of £2.227bn ($3.277bn)

Key Financials 2013-17                

	2012		2017		Increase (%)		CAGR (%)
Revenue (£’m)		10,373		15,265		47.2		8.0
Revenue less Pass-Through		9,515		13,140		38.1		6.7
Costs (£’m)
P.B.I.T (£’m)		1,531		2,267		48.1		8.2
Headline Diluted EPS (p)		73.4		120.4		64.0		10.4
Dividend (p)		28.51		60.0		110.5		16.1
Share Price (p)		888		1,341		51.0
Market Capitalisation (£’bn)		11.23		17.03		51.6

EX-99.2

Exhibit 2

Buy-back programme

Transaction in own shares

WPP plc (“WPP” or the “Company”) announces that on 14 March 2018 it purchased for treasury 400,000 of its ordinary shares at an average price of 1162.3251 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:	400,000
Date of transaction:	14 March 2018
Time of transaction:	08:25 – 16:35
Price (pence):	1162.3251
Trading venue:	London Stock Exchange
Broker:	Merrill Lynch International

Following the above purchase, WPP holds 65,378,938 ordinary shares as treasury shares. The total number of WPP shares in issue is 1,267,132,614 (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