6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report ofForeign Private Issuer

Pursuant to Rule 13a-16 or15d-16

under the Securities Exchange Act of 1934

For the Month of May 2020

Commission File Number: 001-38303

WPP plc

(Translation ofregistrant’s name into English)

SeaContainers, 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 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

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.

Exhibit 1

Exhibit 1

WPP plc (“WPP”)

Executive Share Awards

Mark Read

WPP’s Executive Directors’ annual bonuses for 2019 were delivered in the form of a cash award and, for Mark Read, a deferred share award, with the shares comprising 40% of the total bonus achieved. The Executive Share Award (ESA) will vest after a minimum of two years, together with additional shares in respect of accrued dividends. The award is subject to continued employment and malus and clawback provisions. The 2019 ESA award to Mark Read was granted on 14 May 2020 over 97,523 WPP shares.

Details of the Executive Directors’ bonuses were published in the WPP 2019 Annual Report and Accounts.

John Rogers

As announced on 1 October 2019, John Rogers has been granted awards under the WPP Share Plans. The awards are to compensate John for the loss of share-based incentives that were forfeited on his departure from Sainsbury’s and are of equivalent value and form as the awards forfeited. The awards are all subject to continued employment as well as malus and clawback provisions and restrictive covenants.

Furthermore, the Executive Performance Share Plan (EPSP) awards are subject to a relative Total Shareholder Return (TSR) performance condition, with a Return on Invested Capital (ROIC) underpin. TSR performance will be compared to companies representing the most relevant, listed global competitors, with performance below median resulting in zero vesting. Performance between median and upper decile provides for a vesting opportunity of between 15% and 100%. The awards will vest subject to a ROIC underpin of an average of 7.5% over the performance period. The Compensation Committee has an overriding discretion to determine the extent to which the award will vest.

The EPSP awards were granted to John Rogers on 14 May 2020 as 182,744 and 243,934 nil cost options, which are exercisable over WPP shares or ADRs and also incorporate dividend awards. The extent to which the options will become exercisable in 2021 and 2022 respectively will depend on WPP’s performance, as described above, over the period from 1 January 2019 to 31 December 2020 and the period from 1 January 2019 to 31 December 2021.

John has also been granted awards over 66,176 WPP shares, vesting in May 2021 and 52,438 WPP shares, vesting in November 2021. These awards incorporate dividend awards and replicate deferred bonus and deferred share awards John forfeited on his departure from Sainsbury’s.

At today’s date, Mark Read’s shareholding in WPP is 296,976 ordinary shares and John Rogers does not currently hold ordinary shares in WPP.

Contact:

Chris Wade, WPP

+44 (0)20 7282 4600

Richard Oldworth, Buchanan Communications

+44 (0)7710 130634