Report of Foreign Issuer (6-k)
11 June 2020 - 8:51PM
Edgar (US Regulatory)
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 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 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
|
Results of AGM dated 11 June 2020, prepared by WPP
plc.
|
FOR IMMEDIATE RELEASE
|
10 June 2020
|
WPP PLC ("WPP")
Results of AGM
WPP held its Annual General Meeting (AGM) at 12 noon on Wednesday
10 June 2020 at Sea Containers House, 18 Upper Ground, London SE1
9GL.
As a result of the Covid-19 pandemic and continuing restrictions on
public gatherings, the AGM was held as a closed meeting attended by
the minimum necessary quorum of two qualifying persons (being
shareholders present in person, by proxy or by authorised
representative). All valid proxy votes (whether submitted
electronically or in hard copy form) were included in the poll
taken at the meeting.
All resolutions were passed at the AGM and the results of the poll
are set out below. The full text of the resolutions proposed
at the AGM is included in WPP's Notice of AGM published on 29 April
2020, which is available on WPP's website at: www.wpp.com/investors.
Resolution
|
Total Votes For
|
%
|
Total Votes Against
|
%
|
Total Votes Cast
|
Votes Withheld
|
1 Ordinary Resolution to receive the 2019 Annual Report
and Accounts
|
961,551,169
|
97.69
|
22,771,549
|
2.31
|
984,322,718
|
4,911,813
|
2 Ordinary Resolution to approve the Compensation
Committee report
|
874,512,819
|
90.72
|
89,440,199
|
9.28
|
963,953,018
|
25,281,512
|
3 Ordinary Resolution to approve the Directors
Compensation Policy
|
885,129,086
|
90.76
|
90,096,398
|
9.24
|
975,225,484
|
14,009,046
|
4 Ordinary Resolution to elect John Rogers as a
director
|
961,367,842
|
99.82
|
1,767,191
|
0.18
|
963,135,033
|
26,099,499
|
5 Ordinary Resolution to elect Sandrine Dufour as a
director
|
955,952,556
|
99.26
|
7,160,489
|
0.74
|
963,113,045
|
26,121,486
|
6 Ordinary Resolution to elect Keith Weed as a
director
|
966,828,646
|
99.94
|
565,682
|
0.06
|
967,394,328
|
21,840,204
|
7 Ordinary Resolution to elect Jasmine Whitbread as a
director
|
964,847,350
|
99.74
|
2,518,170
|
0.26
|
967,365,520
|
21,869,012
|
8 Ordinary Resolution to re-elect Roberto Quarta as a
director
|
953,718,535
|
96.44
|
35,216,183
|
3.56
|
988,934,718
|
299,813
|
9 Ordinary Resolution to re-elect Dr Jacques Aigrain as
a director
|
943,842,705
|
97.57
|
23,523,496
|
2.43
|
967,366,201
|
21,868,331
|
10 Ordinary Resolution to re-elect Tarek Farahat as a
director
|
961,136,287
|
99.36
|
6,226,538
|
0.64
|
967,362,825
|
21,871,707
|
11 Ordinary Resolution to re-elect Mark Read as a
director
|
966,745,911
|
97.76
|
22,175,518
|
2.24
|
988,921,429
|
313,103
|
12 Ordinary Resolution to re-elect Cindy Rose OBE as a
director
|
961,280,976
|
99.37
|
6,086,762
|
0.63
|
967,367,738
|
21,866,794
|
13 Ordinary Resolution to re-elect Nicole Seligman as a
director
|
938,000,421
|
94.85
|
50,918,675
|
5.15
|
988,919,096
|
315,436
|
14 Ordinary Resolution to re-elect Sally Susman as a
director
|
962,386,848
|
99.93
|
634,837
|
0.07
|
963,021,685
|
26,212,847
|
15 Ordinary Resolution to re-appoint Deloitte LLP as
the auditors
|
939,812,355
|
97.14
|
27,622,756
|
2.86
|
967,435,111
|
21,799,419
|
16 Ordinary Resolution to authorise the Audit Committee
to determine the auditors' remuneration
|
951,752,243
|
98.38
|
15,692,944
|
1.62
|
967,445,187
|
21,789,344
|
17 Ordinary Resolution to authorise the directors to
allot relevant securities
|
894,394,563
|
92.46
|
72,913,434
|
7.54
|
967,307,997
|
21,926,535
|
18 Special Resolution to authorise the Company to
purchase its own shares
|
954,824,565
|
98.75
|
12,090,003
|
1.25
|
966,914,568
|
22,319,962
|
19 Special Resolution to authorise the disapplication
of pre-emption rights
|
906,937,647
|
93.80
|
59,971,629
|
6.20
|
966,909,276
|
22,325,256
|
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):
1,225,329,072 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, will be submitted to the FCA and will in due
course be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Contact:
Chris
Wade, WPP
+44(0)
20 7282 4600
ENDS
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:
11 June 2020.
|
By:
______________________
|
|
Balbir
Kelly-Bisla
|
|
Company
Secretary
|
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