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 October 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 30 September 2019, made by WPP plc.
2	Press Release dated 1 October 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: 1 October 2019.	By:	/s/ Paul W.G. Richardson
		Paul W.G. Richardson
		Group Finance Director

EX-99.1

Exhibit 1

For Immediate Release 30 September 2019

WPP PLC (“WPP”)

Voting rights and Capital 30 September 2019

WPP confirms that its capital consists of 1,332,737,602 ordinary shares with voting rights.

WPP holds 70,787,730 of its ordinary shares in Treasury.

Therefore, the total number of voting rights in WPP is 1,261,949,872 ordinary shares.

The figure 1,261,949,872 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, WPP under the FCA’s Disclosure and Transparency Rules.

Contact:

Chris Wade, WPP

+44(0) 20 7282 4600

END

EX-99.2

Exhibit 2

For Immediate Release 1 October 2019

WPP PLC (“WPP”)

WPP APPOINTS JOHN ROGERS AS CHIEF FINANCIAL OFFICER

WPP today announces the appointment of John Rogers as Chief Financial Officer.

John is currently Chief Executive Officer of Sainsbury’s Argos, where he has overseen the digital transformation of one of the UK’s leading technology-driven businesses. Today around 65 percent of the company’s sales are online, via the UK’s third most visited retail website.

He was Chief Financial Officer of J Sainsbury plc from 2010 to 2016, responsible for business strategy, new business development, Sainsbury’s Online, operational efficiency and Sainsbury’s Bank, in addition to core finance functions.

Previous roles with J Sainsbury plc include Property Director, Director of Group Finance and Director of Corporate Finance. He was Group Finance Director of Hanover Acceptances Ltd and has held senior positions with Monitor Company (now Deloitte) and Arthur Andersen.

John has worked in China, India, Japan, South Africa and the USA, and throughout Europe. He is a member of the Sainsbury’s Bank plc board, a non-executive director of Travis Perkins plc and a member of The Prince’s Accounting for Sustainability Advisory Council. He also sits on the Retail Sector Council, which acts as a point of liaison between the UK Government and retail sector.

John will join WPP in early 2020, when he will also become a member of the Board. He succeeds Group Finance Director Paul Richardson, who as previously announced is retiring from the company.

Commenting on the appointment, Mark Read, CEO of WPP, said: “John is not only an accomplished CFO, but also a leader with extensive experience of business transformation. His priority will be to lead a finance function that best fosters investment in creativity, technology and talent in support of WPP’s new strategy for growth.

“I would like to thank Paul for his tremendous contribution over more than two decades with the company, and for his part in making WPP the world leader it is today.”

John Rogers said: “I am really excited to be joining WPP as it embarks on the next stage of its evolution. As a technology-driven business with creativity at its heart, joining WPP was an opportunity impossible to resist and I look forward to playing my part in helping the business deliver its new strategy.”

Remuneration

John Rogers will be paid in accordance with the Compensation Policy approved by share owners on 7 June 2017, as set out in the 2016 Annual Report.

● Annual salary of £740,000.

● Annual bonus of up to 225% of salary with mandatory deferral of at least 50% of bonus into shares deferred for a two-year period.

● LTIP award of 300% of salary. Performance will be measured over a five-year period using measures in line with our Compensation Policy.

● A cash allowance of 10% of salary in lieu of pension.

● A benefits allowance of £30,000 per annum to cover health, risk and other benefits.

● Compensation of equivalent value and form for share-based and cash incentives that will be forfeited on his departure from Sainsbury’s.

His contract of employment contains restrictive covenants including an industry non-compete, a non-deal with clients and a non-poach and non-employ of key WPP individuals.

This announcement contains inside information.

The person responsible for arranging the release of this announcement on behalf of WPP is Marie Capes, Company Secretary.

Further information:

Media

Chris Wade, WPP +44 (0)20 7282 4600

Richard Oldworth, Buchanan +44 (0)20 7466 5000 +44 (0)7710 130 634

Investors and analysts

Peregrine Riviere +44 (0)7909 907193

Lisa Hau +44 (0)7824 496015

Fran Butera (US) +1 914 484 1198

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.