WPP plc 6-K, filed Mar 18, 2024
WPP plc (WPP)
6-K
2024-03-18
For: 2024-03-18
View Original
Added on
April 12, 2026
About this 6-K
WPP plc filed this 6-K on March 18, 2024.
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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 March 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 Russian invasion of Ukraine; 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 utilising Artificial Intelligence
(AI) technologies and partnerships in our business; 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” in the company's 2022 Annual Report on
Form 20-F, 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
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Exhibit
No.
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Description
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1
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Vesting of executive share award dated 18 March 2024, prepared by
WPP plc.
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FOR IMMEDIATE RELEASE
18 March
2024
WPP plc ("WPP")
Vesting of executive share award
Notification of Transactions of Directors/Persons Discharging
Managerial Responsibilities or their Connected Persons
The Company announces that the following person discharging
managerial responsibilities transacted in ordinary shares of 10
pence each in the Company due to the exercise of awards made under
the terms of the 2021 Executive Performance Share Plan ("EPSP")
award. The 2021 EPSP awards were made on 28 March 2021 and 25
November 2021 and vested on 14 March 2024 as a result of the
performance conditions attaching to the 2021 EPSP award having been
satisfied as to 66.67%.
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Name of Executive Director
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Plan
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Total number of shares vested
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Total number of shares sold to cover statutory withholding
liabilities
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Date of sale
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Mark
Read
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EPSP
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276,920
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130,413
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14 and
15
March
2024
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Andrew
Scott
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EPSP
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162,304
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76,436
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14 and
15
March
2024
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1.
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Details of PDMR/person closely associated with them
('PCA')
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a)
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Name
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Mark
Read
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b)
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Position/status
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Chief
Executive Officer
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c)
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Initial
notification/amendment
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Initial
notification
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2.
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Details of the issuer
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a)
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Full
name of the entity
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WPP
plc
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b)
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Legal
Entity Identifier code
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549300LSGBXPYHXGDT93
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3.
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Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
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a)
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Description
of the financial instrument
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Ordinary
shares of 10 pence each ('Ordinary Shares')
ISIN:
JE00B8KF9B49
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b)
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Nature
of the transaction
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Acquisition
of Ordinary Shares made under the WPP 2021 Executive Performance
Share Plan.
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c)
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Price(s)
and volume(s)
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Price(s)
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Volume(s)
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£ Nil
cost option
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276,920
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d)
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Aggregated
information
-
Aggregated volume
-
Price
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N/A
(single transaction)
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e)
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Date of
the transaction
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14
March 2024
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f)
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Place
of the transaction
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London
Stock Exchange
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Transaction 2
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b)
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Nature
of the transaction
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Sale of
Ordinary Shares made under the WPP 2021 Executive Performance Share
Plan to cover statutory withholding liabilities.
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c)
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Price(s)
and volume(s)
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Price(s)
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Volume(s)
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£7.0629
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130,413
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d)
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Aggregated
information
-
Aggregated volume
-
Price
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130,413
£7.0629
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e)
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Date of
the transactions
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14 and
15 March 2024
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f)
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Place
of the transaction
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London
Stock Exchange
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1.
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Details of PDMR/person closely associated with them
('PCA')
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||
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a)
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Name
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Andrew
Scott
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b)
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Position/status
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Chief
Financial Officer
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c)
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Initial
notification/amendment
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Initial
notification
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2.
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Details of the issuer
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||
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a)
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Full
name of the entity
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WPP
plc
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b)
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Legal
Entity Identifier code
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549300LSGBXPYHXGDT93
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|
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3.
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Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
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||
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a)
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Description
of the financial instrument
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Ordinary
shares of 10 pence each ('Ordinary Shares')
ISIN:
JE00B8KF9B49
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b)
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Nature
of the transaction
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Acquisition
of Ordinary Shares made under the WPP 2021 Executive Performance
Share Plan.
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|
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c)
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Price(s)
and volume(s)
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Price(s)
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Volume(s)
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£ Nil
cost option
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162,304
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||
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d)
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Aggregated
information
-
Aggregated volume
-
Price
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N/A
(single transaction)
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e)
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Date of
the transaction
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14
March 2024
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|
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f)
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Place
of the transaction
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London
Stock Exchange
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Transaction 2
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|||
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b)
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Nature
of the transaction
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Sale of
Ordinary Shares made under the WPP 2021 Executive Performance Share
Plan to cover statutory withholding liabilities.
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|
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c)
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Price(s)
and volume(s)
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Price(s)
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Volume(s)
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£7.0629
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76,436
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||
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d)
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Aggregated
information
-
Aggregated volume
-
Price
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76,436
£7.0629
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|
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e)
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Date of
the transactions
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14 and
15 March 2024
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f)
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Place
of the transaction
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London
Stock Exchange
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This notice is given in fulfilment of the obligation under Article
19 of the Market Abuse Regulation.
Balbir Kelly-Bisla
Group Company Secretary
Contact for 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.
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WPP
PLC
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(Registrant)
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Date:
18 March 2024
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By:
______________________
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Balbir
Kelly-Bisla
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Company
Secretary
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