WPP plc 6-K, filed Mar 29, 2022
WPP plc (WPP)
6-K
2022-03-29
For: 2022-03-29
View Original
Added on
July 04, 2026
About this 6-K
WPP plc filed this 6-K on March 29, 2022.
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 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 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
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Executive Performance Share Awards dated 29 March 2022, prepared by
WPP plc.
|
FOR IMMEDIATE RELEASE
29 March 2022
WPP plc ("WPP")
Executive Performance Share Awards
The Executive Performance Share Plan (EPSP) is WPP's long term
incentive plan approved by shareholders at the 2013 Annual General
Meeting. On 25 March 2022, awards were made to the 2022
participants which comprise WPP's two Executive Directors, as set
out in the table below, and other select senior executives within
the Group's operating companies.
|
Executive Director
|
Number of shares awarded
|
|
Mark Read
|
384,746
|
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John Rogers
|
210,586
|
Awards take the form of nil-cost options or conditional awards of
performance shares, which are exercisable over WPP shares or ADRs
and the amounts stated represent the maximum possible
opportunity.
The extent to which awards become exercisable or vest in 2025 will
depend on WPP's performance over the three-year performance period
from 1 January 2022 to 31 December 2024.
Awards are subject to three equally weighted performance measures:
average Return on Invested Capital (ROIC), cumulative Adjusted Free
Cash Flow (AFCF), and relative Total Shareholder Return
(TSR). Achieving threshold performance will result in a
vesting opportunity of 20% of the award. The vesting opportunity
will increase on a straight-line basis to 100% of the award for
maximum performance.
Notes
1)
These
awards were made in accordance with the terms of the 2020
Directors' Compensation Policy as approved by shareholders on 10
June 2020
2)
To
the extent that each element of a conditional award does not vest
at the end of the three- year performance period it will
lapse
3)
Additional
shares will be awarded at vesting in lieu of dividends on the
shares that vest
4)
Awards
to Executive Directors are subject to an additional two-year
post-vesting holding period
Contact:
Chris Wade, WPP
+44 (0)20 7282 4600
Richard Oldworth, Buchanan Communications
+44 (0)7710 130634
|
1.
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Details of PDMR/person closely associated with them
('PCA')
|
||
|
a)
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Name
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Mark
Read
|
|
|
b)
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Position/status
|
Chief
Executive Officer
|
|
|
c)
|
Initial
notification/amendment
|
Initial
notification
|
|
|
2.
|
Details of the issuer
|
||
|
a)
|
Full
name of the entity
|
WPP
plc
|
|
|
b)
|
Legal
Entity Identifier code
|
549300LSGBXPYHXGDT93
|
|
|
3.
|
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
|
||
|
a)
|
Description
of the financial instrument
|
Ordinary
shares of 10 pence each ('Ordinary Shares')
ISIN:
JE00B8KF9B49
|
|
|
b)
|
Nature
of the transaction
|
Grant
of conditional awards over WPP plc ordinary shares under the WPP
plc Executive Performance Share Plan
|
|
|
c)
|
Price(s)
and volume(s) (Number of WPP ordinary shares
or WPP ADRs sold or purchased and price per
share/ADR)
|
Price(s)
|
Volume(s)
|
|
Nil
cost option
|
384,746
|
||
|
d)
|
Aggregated
information
-
Aggregated number
-
Aggregated Price
-
Total
|
N/A
(single transaction)
|
|
|
e)
|
Date of
the transaction
|
25
March 2022
|
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
||
|
a)
|
Name
|
John
Rogers
|
|
|
b)
|
Position/status
|
Chief
Financial Officer
|
|
|
c)
|
Initial
notification/amendment
|
Initial
notification
|
|
|
2.
|
Details of the issuer
|
||
|
a)
|
Full
name of the entity
|
WPP
plc
|
|
|
b)
|
Legal
Entity Identifier code
|
549300LSGBXPYHXGDT93
|
|
|
3.
|
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
|
||
|
a)
|
Description
of the financial instrument
|
Ordinary
shares of 10 pence each ('Ordinary Shares')
ISIN:
JE00B8KF9B49
|
|
|
b)
|
Nature
of the transaction
|
Grant
of conditional awards over WPP plc ordinary shares under the WPP
plc Executive Performance Share Plan
|
|
|
c)
|
Price(s)
and volume(s) (Number of WPP ordinary shares
or WPP ADRs sold or purchased and price per
share/ADR)
|
Price(s)
|
Volume(s)
|
|
Nil
cost option
|
210,586
|
||
|
d)
|
Aggregated
information
-
Aggregated number
-
Aggregated Price
-
Total
|
N/A
(single transaction)
|
|
|
e)
|
Date of
the transaction
|
25
March 2022
|
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
This notice is given in fulfilment of the obligation under Article
19 of the Market Abuse Regulation.
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
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|
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(Registrant)
|
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Date:
29 March 2022
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By:
______________________
|
|
|
Balbir
Kelly-Bisla
|
|
|
Company
Secretary
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