a6532f
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 November 2022
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 X
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 U.S. Private Securities
Litigation Reform Act of 1995 (the ‘Reform Act’), 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, beliefs,
intentions, strategies, projections and anticipated future economic
performance based on assumptions and the like that are subject to
risks and uncertainties. These statements can be identified by the
fact that they do not relate strictly to historical or current
facts. They use words such as ‘anticipate’,
‘estimate’, ‘expect’, ‘intend’,
‘will’, ‘project’, ‘plan’,
‘believe’, ‘target’, and other words and
similar references to future periods but are not the exclusive
means of identifying such statements. As such, all forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances that are beyond the control of the
Company. Actual results or outcomes may differ materially from
those discussed or implied in the forward-looking statements.
Therefore, you should not rely on such forward-looking statements,
which speak only as of the date they are made, as a prediction of
actual results or otherwise. Important factors which may cause
actual results to differ include but are not limited to: the impact
of outbreaks, epidemics or pandemics, such as the Covid-19 pandemic
and ongoing challenges and uncertainties posed by the Covid-19
pandemic for businesses and governments around the world; 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; changes
in competitive factors in the industries in which we operate and
demand for our products and services; our inability to realise the
future anticipated benefits of acquisitions; failure to realise our
assumptions regarding goodwill and indefinite lived intangible
assets; natural disasters or acts of terrorism; the Company’s
ability to attract new clients; the economic and geopolitical
impact of the Russian invasion of Ukraine; the risk of global
economic downturn; technological changes and risks to the security
of IT and operational infrastructure, systems, data and information
resulting from increased threat of cyber and other attacks; the
Company’s exposure to changes in the values of other major
currencies (because a substantial portion of its revenues are
derived and costs incurred outside of the UK); 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,” 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
this document should not be regarded as a representation by the
Company that the Company’s plans and objectives will be
achieved. Neither the Company, nor any of its directors, officers
or employees, provides any representation, assurance or guarantee
that the occurrence of any events anticipated, expressed or implied
in any forward-looking statements will actually occur. 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.
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Description
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1
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WPP ANNOUNCES CFO TRANSITION dated 08 November 2022, prepared by
WPP plc.
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FOR IMMEDIATE RELEASE
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08 November 2022
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WPP PLC ("WPP")
WPP ANNOUNCES CFO TRANSITION
John Rogers to step down as Chief Financial Officer of WPP, Joanne
Wilson appointed as successor
WPP (LSE/NYSE:WPP) today announced that Chief Financial Officer
John Rogers has decided to step down from the company.
John has made a significant contribution to WPP in his three years
in the role, has successfully led the first important stages of its
transformation programme and is now looking to pursue broader
executive opportunities outside the company. The Board has agreed
that he will step down as Chief Financial Officer and as an
Executive Director of the Board following the finalisation of the
2022 Annual Report & Accounts next year.
The Board has appointed Joanne Wilson to succeed John as Chief
Financial Officer. Joanne is currently Chief Financial Officer at
Britvic plc (LSE:BVIC), the UK-listed international soft drinks
company.
Prior to Britvic Joanne had a successful career at Tesco where she
gained extensive experience both in the UK and internationally in a
variety of financial and commercial roles. These included Chief
Financial Officer of dunnhumby, a global leader in customer data
science that is part of the Tesco group. Joanne began her career at
KPMG, where she qualified as a Chartered Accountant and spent three
years in Hong Kong. She is currently a non-executive director of
Informa plc (LSE:INF). Joanne is the chair of Britvic's ESG
Committee.
It is expected that Joanne will join WPP in the first half of 2023.
To ensure a smooth transition, John will remain available until
later next year.
Mark Read, Chief Executive Officer of WPP, said: "I
would like to thank John for his leadership and for his
contribution to WPP over the last three years. During that time he
has led the reorganisation of our finance function, helped the
company navigate the financial challenges of the pandemic and laid
the foundation for our transformation programme. He leaves WPP with
our best wishes for the future.
"Joanne is a highly regarded CFO and leader. Beyond her financial
credentials, her extensive experience in data, retail and ESG is
especially valuable given their importance to our business and our
client base. We look forward to welcoming her to WPP
next year."
John Rogers said: "It
has been a privilege to work alongside Mark, the Board and the
executive team to deliver our transformation plan and growth
strategy, and I am very proud of what we have achieved together
over the last three years.
"With WPP well positioned for ongoing success, and as the company
enters the next phase of its transformation, I feel now is the
right time to move on to new challenges and to begin a smooth
transition to a new CFO. I look forward to working with Joanne on
the handover next year."
Joanne Wilson said: "I
am delighted to be joining Mark and the team as they continue on
their journey to make WPP the most creative company
globally. It's a fantastic opportunity and I look forward to
working with the wider WPP team to continue to successfully execute
the growth strategy and deliver the company's transformation
programme.''
Notes to Editors
No further disclosure obligations arise under paragraphs (1) to (6)
of LR 9.6.13 R of the UK Listing Authority's Listing Rules in
respect of this change.
This announcement includes inside information as defined in Article
7 of the Market Abuse Regulation No. 596/2014.
The person responsible for arranging the release of this
announcement on behalf of WPP is Balbir Kelly-Bisla, Company
Secretary.
Joanne Wilson's remuneration arrangements
The Compensation Committee considered the remuneration arrangements
for Joanne Wilson and agreed that her remuneration should be set
broadly in line with the current CFO's remuneration as set out
below. Joanne will be paid in accordance with the Directors'
Compensation Policy ("the Policy") approved by shareholders on 10
June 2020 as set out in the 2019 Annual Report.
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Annual Value
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Notes
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Base Salary
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£740,000
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STIP (Annual Bonus)
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Up to 200%*
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STIP Award up to a maximum of 200% with stretching targets set for
exceptional performance above target STIP. Mandatory deferral of
40% of any STIP award into ESA shares deferred for a two-year
period.
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LTIP (EPSP)
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Up to 300%*
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LTIP Award of up to a maximum of 300% in performance shares.
Performance will be measured over a three-year period using
measures in line with the Policy.
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Share Ownership Requirement
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300%*
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In-employment requirement to build and maintain a WPP shareholding
with additional post-employment shareholding requirement as set out
in the Policy.
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Pension Allowance/ Contribution
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10%*
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Pension arrangements are in line with those of the wider workforce
in the UK.
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Benefits Allowance
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£30,000
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Allowance to enable the procurement of benefits.
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*Percentages refer to Base Salary
Joanne will also be granted cash and share awards which are due to
vest in FY 2023, 2024 and 2025 to compensate for share and cash
incentives from her current employer that she will forfeit on
joining WPP. These buyout awards are no more generous in amount or
deferral schedule than the awards being forfeited by Joanne, full
details of which will be disclosed in the Directors' Compensation
Report for the relevant year.
Joanne Wilson's contract of employment will be available for
inspection at the Company's registered office and on WPP's website,
wpp.com, in due course.
John Rogers's remuneration:
John will be treated in accordance with WPP's shareholder approved
Directors' Compensation Policy for the remaining term of his
employment to 7 November 2023. As he will be employed on 31
December 2022, he will be eligible to receive an STIP Award (cash
and ESA) for the 2022 financial year. He will not receive an STIP
or other incentive award for the 2023 financial year. Any
outstanding ESA awards will vest on a pro rata basis. All long term
incentive (EPSP) awards which are unvested at the point that he
leaves WPP will lapse in full. No further LTIP awards will be
granted. John will be subject to post-employment shareholding
requirements as set out in the Policy.
Full details will be disclosed in the Directors' Compensation
Report for the relevant year.
For further information:
Investors and analysts
Anthony
Hamilton
}
+44 7464
532903
Caitlin
Holt }
+44 7392 280178
Media
Chris
Wade
} +44
20 7282 4600
Richard
Oldworth,
+44 7710 130 634
Buchanan Communications
+44 20 7466 5000
wpp.com/investors
About WPP
WPP is the creative
transformation company. We use the power of creativity to build
better futures for our people, planet, clients and communities. For
more information, visit www.wpp.com.
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.
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WPP PLC
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(Registrant)
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Date:
08 November 2022.
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By:
______________________
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Balbir
Kelly-Bisla
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Company
Secretary
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