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 2020

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 2019, 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 1 June 2020, made by WPP plc.
2	Press Release dated 2 June 2020, 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: 4 June 2020.	By:	/s/ Balbir Kelly-Bisla
		Balbir Kelly-Bisla
		Company Secretary

EX-99.1

Exhibit 1

For Immediate Release 1 June 2020

WPP PLC (“WPP”)

Voting Rights and Capital 31 May 2020

WPP confirms that its capital consists of 1,296,079,242 ordinary shares with voting rights. WPP holds 70,750,170 of its ordinary shares in Treasury. Therefore, the total number of voting rights in WPP is 1,225,329,072 ordinary shares. The figure 1,225,329,072 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 2 June 2020

WPP PLC

(the “Company”)

Shareholder Webcast—Wednesday 10 June 2020

As set out in the WPP Notice of Annual General Meeting 2020, this year’s Annual General Meeting (“AGM”) will be run as a closed meeting due to the UK Government’s restrictions on public gatherings as a result of COVID-19.

Our AGM normally provides an opportunity for shareholders to ask questions about the business set out in the Notice and to raise other matters about the business of the Company. As it will not be possible to ask questions during the AGM this year, we would like to remind shareholders of the facility we have created to register their questions ahead of the AGM. Details can be found in the AGM Notice of Meeting and on the investor relations section of the Company’s website.

The Company is also pleased to announce that a shareholder presentation will be webcast following the AGM.

Details of the Shareholder Webcast

The webcast will take place following the AGM on Wednesday 10 June 2020. It will commence at 12.30pm (UK). For details on how to access the webcast online, please go to the investor relations section of the Company’s website. Any changes to the times or format will be published on the same section of the website.

Shareholder engagement remains important to us and during the webcast, updates will be provided by Roberto Quarta, WPP’s Chairman, and Mark Read, WPP’s Chief Executive Officer. The Chairman will also endeavour to respond to shareholder questions submitted prior to the AGM.

Please note that no inside information will be provided during the webcast.

A replay of the presentation will also be available on the investor relations section of the Company’s website.

Contact:

Chris Wade, WPP

+44(0) 20 7282 4600

END