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 2019

Commission File Number: 001-38303

WPP plc

(Translation of registrant’s name into English)

Sea Containers, 18 Upper Ground

London, United Kingdom SE1 9GL

(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 2018, 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 12 June 2019, made by WPP plc.
2	Press Release dated 12 June 2019, 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: 12 June 2019.	By:	/s/ Paul W.G. Richardson
		Paul W.G. Richardson
		Group Finance Director

EX-99.1

Exhibit 1

FOR IMMEDIATE RELEASE 12 June 2019

2019 AGM Statement

Continued progress on strategy; full-year guidance unchanged

WPP held its Annual General Meeting at noon on 12 June 2019 at the Purcell Room in London’s Southbank Centre.

Roberto Quarta, Chairman of WPP, said:

“It has been a year of significant change for WPP. Throughout, the Board and the executive team have worked together closely to position the company for future success.

“Under Mark’s leadership, the team has moved rapidly and decisively to implement the new strategy. We have been pleased by how well the plan has been received among investors, clients and partners. Critically, there is also strong backing for the company’s direction and leadership among our own people.

“The team has listened carefully to all groups with a stake in WPP’s future. The company has established its first employee forum in the UK, and similar forums will be established in other markets. We are fortunate to have so many talented people around the world and we are committed to ensuring their voice is heard as we take WPP forward.”

Mark Read, Chief Executive Officer of WPP, said:

“In December we set out our vision for the future of WPP, and we continue to make progress in delivering our plan to return the company to sustainable growth over the next three years. Our financial guidance for the full year is unchanged.

“We continue our programme of new investment in creativity, technology and our people, and remain absolutely focused on the needs of our clients and the interests of all our shareholders.

“Our new business performance this year has been solid, with GroupM in particular maintaining its successful record in pitches. Notable wins for WPP and our agencies include adidas, Distell, Duracell, GSK, KangShiFu Drinks, L’Oréal, Signet and VodafoneZiggo.

“We believe in providing our people with outstanding, creative environments that enable them to do their best work, and we have accelerated the roll-out of WPP campuses around the world, with Amsterdam, Bucharest, Helsinki, Johannesburg, Madrid, Milan and Mumbai opening this year.

“The transformation of our culture is just as important as the transformation of our business, and to help drive that change we have moved WPP’s own headquarters to campus locations in both London and New York – bringing us closer to our agencies and reflecting the collaborative spirit we want to foster throughout the company.”

2

Kantar update

The previously announced process for the sale of a majority stake in Kantar is progressing in line with our expectations.

Outlook

Financial guidance

Our 2019 targets remain as:

∎ Like-for-like revenue less pass-through costs down 1.5% to 2.0%, with stronger headwinds in the first half, due to client assignment losses in the latter part of 2018

∎ Headline operating margin to revenue less pass-through costs down around 1.0 margin point on a constant currency basis (excluding the impact of IFRS 16: Leases)

Medium-term financial targets

As outlined at the Investor Day in December 2018, our medium-term financial targets, to be achieved by the end of 2021, are:

∎ Organic growth (defined as like-for-like revenue less pass-through costs growth) in line with peers

∎ Headline operating margin (excluding the impact of IFRS 16: Leases) of at least 15%

∎ Free cash flow conversion of 80%-90%

For further information:

Mark Read	}
Andrew Scott	}
Paul Richardson	}
Peregrine Riviere	}
Lisa Hau	}
Chris Wade	}	+44 20 7282 4600
Fran Butera	}
Kevin McCormack	}	+1 212 632 2235
Juliana Yeh	}	+852 2280 3790

Richard Oldworth,

Buchanan Communications    +44 20 7466 5000 +44 7710 130 634

wpp.com/investors

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 12 June 2019

WPP PLC (“WPP”)

Result of AGM

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

ON: 12 JUNE 2019

STATEMENT OF POLL – THE VOTES CAST WERE AS FOLLOWS:

RESOLUTION	FOR	%	AGAINST	%
1 Ordinary Resolution to receive the audited accounts	968,637,191	99.95	473,968	0.05
2 Ordinary Resolution to declare a final dividend	969,227,441	99.93	693,495	0.07
3 Ordinary Resolution to approve the Compensation Committee report	908,298,510	93.65	61,541,791	6.35
4 Ordinary Resolution to elect Mark Read as a director	968,483,635	99.86	1,380,933	0.14
5 Ordinary Resolution to elect Cindy Rose as a director	967,519,282	99.76	2,338,444	0.24
6 Ordinary Resolution to re-elect Roberto Quarta as a director	913,590,014	97.80	20,569,823	2.20
7 Ordinary Resolution to re-elect Dr Jacques Aigrain as a director	960,451,620	99.03	9,402,703	0.97
8 Ordinary Resolution to re-elect Tarek Farahat as a director	968,600,628	99.87	1,247,412	0.13
9 Ordinary Resolution to re-elect Sir John Hood as a director	923,613,723	95.42	44,298,656	4.58
10 Ordinary Resolution to re-elect Daniela Riccardi as a director	924,431,319	95.32	45,427,316	4.68
11 Ordinary Resolution to re-elect Paul Richardson as a director	967,336,872	99.74	2,513,591	0.26
12 Ordinary Resolution to re-elect Nicole Seligman as a director	968,353,058	99.84	1,506,125	0.16

13 Ordinary Resolution to re-elect Sally Susman as a director	968,438,207	99.85	1,421,296	0.15
14 Ordinary Resolution to re-elect Solomon Trujillo as a director	968,378,169	99.85	1,471,194	0.15
15 Ordinary Resolution to re-appoint the auditors	946,917,769	97.78	21,510,430	2.22
16 Ordinary Resolution to authorise the Audit Committee to determine the auditors’ remuneration	964,441,937	99.44	5,471,056	0.56
17 Ordinary Resolution to authorise the directors to allot relevant securities	945,827,443	97.52	24,020,859	2.48
18 Special Resolution to authorise the Company to purchase its own shares	963,304,782	99.39	5,909,828	0.61
19 Special Resolution to authorise the disapplication of pre-emption rights up to 5% of the issued share capital	968,806,226	99.90	994,675	0.10

Contact:

  Chris Wade, WPP

  +44(0) 20 7282 4600

END