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 September 2019
Commission File Number: 001-38303
WPP plc
(Translation of registrants 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 registrants home country), or under the rules of the home country exchange on which the registrants 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 registrants 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 Companys 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 Companys major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the worlds advertising markets). In addition, you should consider the risks described in Item 3D, captioned Risk Factors in the Companys 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 Companys 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 24 September 2019, made by WPP plc. | |
2 | Press Release dated 25 September 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: 25 September 2019. | By: | /s/ Paul W.G. Richardson | ||||
Paul W.G. Richardson | ||||||
Group Finance Director |
Exhibit 1
For Immediate Release | 24 September 2019 |
WPP PLC (WPP)
Notification of Trading Statement
WPP will announce its Third Quarter Trading Statement for the nine months ended 30 September 2019 on Friday, 25 October 2019.
Further information
Chris Wade, WPP +44 (0)20 7282 4600
About WPP
WPP is a creative transformation company. We build better futures for our clients through an integrated offer of communications, experience, commerce and technology. For more information visit www.wpp.com.
Exhibit 2
WPP plc (WPP)
Executive Performance Share Plan (EPSP) Awards
The EPSP is WPPs long term incentive scheme approved by shareholders at the 2013 Annual General Meeting. Participating in the scheme for the 2019-23 performance period are the two WPP executive directors and 51 senior executives within the Groups operating companies. The 2019 awards are subject to a relative Total Shareholder Return (TSR) performance condition, with a Return on Invested Capital (ROIC) underpin. TSR performance will be compared to companies representing the most relevant, listed global competitors, with performance below median resulting in zero vesting. Performance between median and upper decile provides for a vesting opportunity of between 15% and 100%. The awards will vest subject to a ROIC underpin of an average of 7.5% over the performance period. The Compensation Committee has an overriding discretion to determine the extent to which the award will vest.
On 24 September 2019, 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 ADRs and also incorporate dividend awards. The extent to which the options will become exercisable in 2024 will depend on WPPs performance, as described above, over five years from 1 January 2019 to 31 December 2023.
The 2019 EPSP awards were granted as follows:
Director | Number of shares (nil cost options) | |
Mr Mark Read |
340,059 WPP Shares | |
Mr Paul Richardson |
257,965 WPP Shares in the form of 51,593 WPP ADRs |
Mr Richardsons 2019 EPSP will be treated in line with the EPSP Rules on retirement, which provides for pro-rated vesting, on the normal vesting date, dependant on performance, as described above.
At todays date, Mr Reads holding in WPP is 191,355 ordinary shares and Mr Richardsons holding in WPP is the equivalent of 1,068,240 ordinary shares (all being in WPP ADRs).
Contact:
Chris Wade, WPP
+44 (0)20 7282 4600
Richard Oldworth, Buchanan Communications
+44 (0)7710 130634