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 2024
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 ‘aim’,
‘anticipate’, ‘believe’,
‘estimate’, ‘expect’,
‘forecast’, ‘guidance’,
‘intend’, ‘may’, ‘will’,
‘should’, ‘potential’,
‘possible’, ‘predict’,
‘project’, ‘plan’, ‘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 epidemics or pandemics including restrictions on
businesses, social activities and travel; 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; changes in client advertising, marketing and
corporate communications requirements; 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 conflicts in Ukraine and Gaza; the risk of global
economic downturn; slower growth, increasing interest rates and
high and sustained inflation; supply chain issues affecting the
distribution of our clients' products; 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; effectively managing the risks, challenges
and efficiencies presented by using Artificial Intelligence (AI)
and Generative AI technologies and partnerships in our business;
risks related to our environmental, social and governance goals and
initiatives, including impacts from regulators and other
stakeholders, and the impact of factors outside of our control on
such goals and initiatives; 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 08 May
2024, prepared by WPP plc.
|
|
FOR IMMEDIATE RELEASE
|
8 May 2024
|
WPP PLC ("WPP")
Results of AGM
Following its Annual General Meeting ("AGM") held
at 11.00am on Wednesday 8 May 2024, 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 21 March 2024, which is available
on WPP's website at: www.wpp.com/investors.
Resolutions
1 to 18 were passed as ordinary resolutions and resolutions 19 to
21 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 2023 Annual Report
and Accounts
|
937,941,958
|
99.97%
|
236,024
|
0.03%
|
938,177,982
|
1,420,613
|
|
2 Ordinary
Resolution to declare a final
dividend
|
936,276,773
|
99.65%
|
3,256,561
|
0.35%
|
939,533,334
|
65,261
|
|
3 Ordinary
Resolution to approve the
Compensation Committee
report
|
789,002,865
|
92.88%
|
60,497,656
|
7.12%
|
849,500,521
|
90,097,874
|
|
4 Ordinary
Resolution to elect Andrew Scott as a
Director
|
936,768,188
|
99.72%
|
2,668,306
|
0.28%
|
939,436,494
|
161,501
|
|
5 Ordinary
Resolution to re-elect Angela Ahrendts DBE
as a Director
|
836,382,449
|
98.46%
|
13,090,836
|
1.54%
|
849,473,285
|
90,124,710
|
|
6 Ordinary
Resolution to re-elect Simon Dingemans as a
Director
|
848,251,881
|
90.29%
|
91,212,533
|
9.71%
|
939,464,414
|
134,181
|
|
7 Ordinary
Resolution to re-elect Sandrine Dufour as a
Director
|
933,187,893
|
99.33%
|
6,275,626
|
0.67%
|
939,463,519
|
135,076
|
|
8 Ordinary
Resolution to re-elect Tom Ilube CBE as a
Director
|
921,060,142
|
98.04%
|
18,400,854
|
1.96%
|
939,460,996
|
137,599
|
|
9 Ordinary
Resolution to re-elect Roberto Quarta as a
Director
|
888,601,106
|
94.59%
|
50,854,851
|
5.41%
|
939,455,957
|
142,638
|
|
10 Ordinary
Resolution to re-elect Mark Read CBE as a
Director
|
938,266,704
|
99.87%
|
1,181,909
|
0.13%
|
939,448,613
|
149,982
|
|
11 Ordinary
Resolution to re-elect Cindy Rose OBE as a
Director
|
926,022,555
|
98.57%
|
13,442,606
|
1.43%
|
939,465,161
|
133,434
|
|
12 Ordinary
Resolution to re-elect Keith Weed CBE as a
Director
|
937,913,507
|
99.84%
|
1,544,137
|
0.16%
|
939,457,644
|
140,951
|
|
13 Ordinary
Resolution to re-elect Jasmine Whitbread as
a Director
|
895,489,427
|
95.32%
|
43,969,196
|
4.68%
|
939,458,623
|
139,972
|
|
14 Ordinary
Resolution to re-elect Joanne Wilson as a
Director
|
935,352,563
|
99.57%
|
4,081,692
|
0.43%
|
939,434,255
|
164,340
|
|
15 Ordinary
Resolution to re-elect Dr. Ya-Qin Zhang as a
Director
|
848,290,551
|
99.86%
|
1,161,929
|
0.14%
|
849,452,480
|
90,146,115
|
|
16 Ordinary
Resolution to appoint PricewaterhouseCoopers
LLP as the auditor of the Company
|
935,645,512
|
99.59%
|
3,880,652
|
0.41%
|
939,526,164
|
72,431
|
|
17 Ordinary
Resolution to authorise the Audit Committee,
on behalf of the Board, to determine the auditor's
remuneration
|
939,145,161
|
99.96%
|
378,380
|
0.04%
|
939,523,541
|
73,855
|
|
18 Ordinary
Resolution to authorise the Directors to
allot relevant securities
|
811,164,583
|
86.63%
|
125,178,700
|
13.37%
|
936,343,283
|
3,255,312
|
|
19 Special
Resolution to authorise the Company to
purchase its own shares
|
934,367,386
|
99.46%
|
5,053,129
|
0.54%
|
939,420,515
|
178,080
|
|
20 Special
Resolution to authorise the Directors to
allot equity securities wholly
for
cash
|
828,331,968
|
88.33%
|
109,394,949
|
11.67%
|
937,726,917
|
1,871,556
|
|
21 Special
Resolution to authorise the disapplication
of pre-emption rights
|
831,717,942
|
88.70%
|
105,968,747
|
11.30%
|
937,686,689
|
1,911,780
|
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): 1,078,553,733 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
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:
08 May 2024.
|
By:
______________________
|
|
|
Balbir
Kelly-Bisla
|
|
|
Company
Secretary
|
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