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 June 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 2017, 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 13 June 2018, made by WPP plc.
2	Announcement dated 13 June 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: 14 June 2018.	By:	/s/ Paul W.G. Richardson
		Paul W.G. Richardson
		Group Finance Director

EX-99.1

Exhibit 1

FOR IMMEDIATE RELEASE 13 June, 2018

AGM Trading Update

⬛ Reported revenue for first four months down 3.4% at £4.822 billion, currency headwinds of 6.1% resulting in constant currency revenue up 2.7% at $6.633 billion, like-for-like revenue up 1.4%

⬛ Reported revenue less pass-through costs¹ down 5.0% at £3.969 billion, currency headwinds of 6.1% resulting in constant currency up 1.1%, like-for-like revenue less pass-through costs up marginally

⬛ Constant currency net debt at 30 April 2018 up £66 million on same date in 2017, down significantly compared with the first quarter, with average net debt in first four months of 2018 up by £360 million over same period in 2017, similar to first quarter

The following Chairman’s statement will be referred to at the Company’s 46th Annual General Meeting held in London at noon today and is available on the Company’s website.

In the first four months of 2018, the Group’s like-for-like revenue less pass-through costs was up marginally, a slight improvement over the first quarter’s -0.1%, with Western Continental Europe, Latin America and Central & Eastern Europe up strongly in April, and Asia Pacific also improving compared with the first quarter. North America remains difficult, particularly in the Group’s advertising and data investment management businesses, but the Group’s media investment management and healthcare businesses were up strongly. Functionally all sectors except data investment management grew, with strong performance in the Group’s media investment management, public relations & public affairs, direct, digital & interactive, health & wellness and specialist communications businesses in April.

Regional review

North America, with year-to-date like-for-like revenue less pass-through costs down 2.4%, the same as the first quarter, continued to be the weakest performing region, with advertising, data investment management and parts of the Group’s brand consulting businesses weaker, partly offset by strong growth in the Group’s media investment management, health & wellness and specialist communications businesses.

The United Kingdom, with year-to-date like-for-like revenue less pass-through costs up 0.8%, was slightly weaker than the first quarter, with advertising & media investment management and brand consulting weaker in April, partly offset by strong growth in public relations & public affairs, direct, digital & interactive and the Group’s specialist communications businesses.

Western Continental Europe, with year-to-date like-for-like revenue less pass-through costs growth of 0.9%, was up significantly compared with the first quarter, with particularly strong growth in Germany, Denmark, Italy, Norway, Spain, Sweden and Turkey in April.

¹  The Group has changed the description of ‘net sales’ to ‘revenue less pass-through costs’ based on the adoption of new accounting standards and recently issued regulatory guidance and observations. There has been no change in the way that this measure is calculated

2

Asia Pacific, Latin America, Africa & the Middle East and Central & Eastern Europe, with year-to-date like-for-like revenue less pass-through costs growth of 2.1%, was down slightly compared with the first quarter growth of 2.3%. All sub-regions, except Africa & the Middle East, grew in April, with strong growth in Latin America and Central & Eastern Europe across all of the Group’s major markets. In Asia Pacific, Greater China, Indonesia, Japan, Korea and Malaysia were up strongly in April with India and Singapore down slightly.

Operating profitability

As indicated in the first quarter trading update, our quarter one revised forecasts are in line with budget, with a slightly stronger second half, at the revenue less pass-through costs level and show flat like-for-like revenue less pass-through costs compared with last year, with the revenue less pass-through costs operating margin also flat.

For the remainder of 2018, the focus remains on improving revenue less pass-through costs growth and concentrating on meeting our operating margin objective, by managing absolute levels of costs and increasing our cost flexibility, in order to adjust our cost structure to significant market changes.

Balance sheet highlights

Average net debt in the first four months of this year was £4.885 billion, compared to £4.525 billion in 2017, at 2018 exchange rates. This represents an increase of £360 million, very similar to the first quarter increase of £354 million. Net debt at 30 April 2018 was £5.182 billion, compared to £5.116 billion in 2017 (at 2018 exchange rates), an increase of £66 million, a significant improvement compared with the £354 million higher net debt at the end of the first quarter of 2018.

For further information:

Mark Read	}
Andrew Scott	}
Paul Richardson	}	+44 20 7408 2204
Lisa Hau	}
Chris Wade	}
Kevin McCormack	}
Fran Butera	}	+1 212 632 2235
Juliana Yeh		+852 2280 3790

www.wppinvestor.com

This announcement has been filed at the Company Announcements Office of the London Stock Exchange and is being distributed to all owners of Ordinary shares and American Depository Receipts. Copies are available to the public at the Company’s registered office.

The following cautionary statement is included for safe harbour purposes in connection with the Private Securities Litigation Reform Act of 1995 introduced in the United States of America. This announcement may contain forward-looking statements within the meaning of the US federal securities laws. These statements are subject to risks and uncertainties that could cause actual results to differ materially including adjustments arising from the annual audit by management and the Company’s independent auditors. For further information on factors which could impact the Company and the statements contained herein, please refer to public filings by the Company with the Securities and Exchange Commission. The statements in this announcement should be considered in light of these risks and uncertainties.

EX-99.2

Exhibit 2

FOR IMMEDIATE RELEASE                                                                                                                                                   13 June 2018

ANNOUNCEMENT

WPP plc (“WPP”)

ANNUAL GENERAL MEETING HELD AT THE SOUTHBANK CENTRE, BELVEDERE ROAD, LONDON SE1 8XX

ON: 13 JUNE 2018

STATEMENT OF POLL – THE VOTES CAST WERE AS FOLLOWS:

RESOLUTION	FOR	%	AGAINST	%
1 Ordinary Resolution to receive and approve the audited accounts	994,689,872	99.44	5,575,638	0.56
2 Ordinary Resolution to declare a final dividend	1,000,358,215	99.95	543,946	0.05
3 Ordinary Resolution to approve the compensation committee report	709,510,755	72.75	265,711,511	27.25
4 Ordinary Resolution to re-elect Roberto Quarta as a director	839,060,517	84.50	153,912,351	15.50
5 Ordinary Resolution to re-elect Dr Jacques Aigrain as a director	976,347,218	97.56	24,469,661	2.44
6 Ordinary Resolution to re-elect Ruigang Li as a director	850,668,264	85.34	146,152,257	14.66
7 Ordinary Resolution to re-elect Paul Richardson as a director	995,519,534	99.47	5,291,550	0.53
8 Ordinary Resolution to re-elect Hugo Shong as a director	869,813,403	87.26	127,002,353	12.74
9 Ordinary Resolution to re-elect Sally Susman as a director	996,827,609	99.60	3,992,297	0.40
10 Ordinary Resolution to re-elect Solomon Trujillo as a director	996,311,730	99.55	4,515,233	0.45
11 Ordinary Resolution to re-elect Sir John Hood as a director	929,184,532	92.85	71,572,237	7.15

12 Ordinary Resolution to re-elect Nicole Seligman as a director	965,381,697	96.46	35,447,095	3.54
13 Ordinary Resolution to re-elect Daniela Riccardi as a director	983,951,073	98.31	16,884,088	1.69
14 Ordinary Resolution to re-elect Tarek Farahat as a director	995,097,804	99.43	5,699,585	0.57
15 Ordinary Resolution to re-appoint the auditors	973,546,374	97.40	25,976,398	2.60
16 Ordinary Resolution to authorise the audit committee to determine the auditors’ remuneration	997,763,932	99.69	3,114,598	0.31
17 Ordinary Resolution to authorise the directors to allot relevant securities	907,578,087	90.70	93,100,153	9.30
18 Special Resolution to authorise the Company to purchase its own shares	986,921,348	98.75	12,448,178	1.25
19 Special Resolution to authorise the disapplication of pre-emption rights up to 5% of the issued share capital	992,695,956	99.26	7,391,027	0.74
20 Special Resolution to authorise the disapplication of pre-emption rights for an additional 5% for transactions	957,070,558	95.70	42,972,346	4.30

Contact:

    Chris Wade     WPP     +44 (0)207 408 2204