Form 6-K WPP plc For: May 24

May 25, 2022 6:31 AM EDT

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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 May 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 ☒     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.

 

Description 

 

 

 

1

 

Results of AGM dated 24 May 2022, prepared by WPP plc.

 

 
2

 

  

FOR IMMEDIATE RELEASE

24 May 2022

 

WPP PLC ("WPP")

 

Results of AGM

 

Following its Annual General Meeting (AGM) held at 2.00pm on Tuesday 24 May 2022, WPP plc (WPP) announces the results of the poll vote for each resolution set out in the Notice of AGM. The full text of the resolutions proposed at the AGM is included in WPP's Notice of AGM published on  31 March 2022, which is available on WPP's website at: www.wpp.com/investors.

 

Resolutions 1 to 20 were passed as ordinary resolutions and resolutions 21 to 23 were passed as special resolutions.

 

The following table shows the votes cast on each resolution:

 

Resolution

Total Votes  For

%

Total Votes Against

%

Total Votes Cast

Votes Withheld

1 Ordinary Resolution to receive the 2021 Annual Report and Accounts

896,362,753

99.93

646,184

0.07

897,008,937

4,196,198

2 Ordinary Resolution to declare a final dividend

900,742,472

99.95

433,013

0.05

901,175,485

29,650

3 Ordinary Resolution to approve the Compensation        Committee report

841,723,026

93.41

59,344,966

6.59

901,067,992

137,143

4 Ordinary Resolution to elect Simon Dingemans as a Director

847,247,357

94.11

52,990,712

5.89

900,238,069

967,066

5 Ordinary Resolution to re-elect Angela Ahrendts DBE as a Director

888,048,014

98.55

13,051,790

1.45

901,099,804

105,330

6 Ordinary Resolution to re-elect Sandrine Dufour as a Director

899,998,242

99.88

1,095,207

0.12

901,093,449

111,686

7 Ordinary Resolution to re-elect Tarek Farahat as a Director

898,638,952

99.73

2,454,784

0.27

901,093,736

111,398

8 Ordinary Resolution to re-elect Tom Ilube CBE as a Director

887,335,147

98.47

13,759,466

1.53

901,094,613

110,521

9 Ordinary Resolution to re-elect Roberto Quarta as a Director

875,457,434

97.16

25,634,598

2.84

901,092,032

113,102

 

 
3

 

 

10 Ordinary Resolution to re-elect Mark Read as a Director

896,625,043

99.50

4,467,703

0.50

901,092,746

112,389

11 Ordinary Resolution to re-elect John Rogers as a Director

899,423,247

99.82

1,657,666

0.18

901,080,913

124,222

12 Ordinary Resolution to re-elect Cindy Rose OBE as a Director

900,196,564

99.90

902,596

0.10

901,099,160

105,975

13 Ordinary Resolution to re-elect Nicole Seligman as a Director

842,069,893

93.45

59,025,651

6.55

901,095,544

109,590

14 Ordinary Resolution to re-elect Keith Weed CBE as a Director

896,629,988

99.86

1,216,686

0.14

897,846,674

3,358,461

15 Ordinary Resolution to re-elect Jasmine Whitbread as a Director

662,809,535

73.56

238,287,890

26.44

901,097,425

107,710

16 Ordinary Resolution to re-elect Dr. Ya-Qin Zhang as a Director

855,504,210

94.94

45,596,353

5.06

901,100,563

104,572

17 Ordinary Resolution to re-appoint Deloitte LLP as the auditor of the Company

882,755,520

97.96

18,385,799

2.04

901,141,319

59,242

18 Ordinary Resolution to authorise the Audit Committee, on behalf of the Board, to determine the auditor's remuneration

 

896,240,077

 

99.46

 

4,906,799

 

0.54

 

901,146,876

 

58,259

19 Ordinary Resolution to authorise the Directors to allot relevant securities

 

829,661,839

 

92.08

 

71,374,157

 

7.92

 

901,035,996

 

169,139

20 Ordinary Resolution to approve the renewal of the WPP plc Executive Performance Share Plan (EPSP) as amended

 

876,269,266

 

98.34

 

14,795,652

 

1.66

 

891,064,918

 

10,140,217

21 Special Resolution to authorise the Company to purchase its own shares

 

896,877,812

 

99.58

 

3,806,878

 

0.42

 

900,684,690

 

520,445

22 Special Resolution to authorise the Directors to allot equity securities wholly for cash

 

848,198,279

 

94.29

 

51,384,848

 

5.71

 

899,583,127

 

1,622,008

23 Special Resolution to authorise the disapplication of pre-emption rights

835,252,211

92.86

 64,262,364

 7.14

 899,514,575

 1,680,569

 

 

 
4

 

 

Resolution 15 - Re-election of Jasmine Whitbread

The Company was pleased that Resolution 15 relating to Jasmine Whitbread's re-election to the Board was supported but notes that a significant minority were not able to support her re-election at this time due to concerns about the number of other directorships of listed companies held by Jasmine, and the potential impact on her time commitment to WPP. The Board believes that Jasmine continues to devote sufficient time to discharge her duties. However, the Board takes seriously the results of the AGM and will continue to engage with shareholders to understand and respond to their views on the matter.

 

Notes:

 

 

(1)

The "for" votes include those giving the Chairman discretion.

 

(2)

Total votes "for" and "against" are expressed as a percentage of the total votes cast.

 

(3)

A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.

 

(4)

Issued Share Capital (excluding Treasury Shares): 1,098,813,213 ordinary shares.

 

The above poll results will shortly be available on WPP's website at www.wpp.com/investors. In accordance with Listing Rule 9.6.2 a copy of the resolutions, other than those concerning ordinary business of the Company, will be submitted to the FCA and will in due course be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Balbir Kelly-Bisla

Company Secretary

 

Further information 

Chris Wade, WPP +44 (0)20 7282 4600 

 

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.

 

END

 

 
5

 

 

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: 24 May 2022.

By: 

 

 

 

 

Balbir Kelly-Bisla

 

 

 

Company Secretary

 

 

 


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