WPP plc 6-K, filed May 25, 2022
WPP plc (WPP)
About this 6-K
WPP plc filed this 6-K on May 25, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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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 2022
Commission File Number: 001-38303
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| WPP plc |
| (Translation of registrant's name into English) |
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Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
(Address of principal executive offices)
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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 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 ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘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 outbreaks, epidemics or pandemics, such as the Covid-19 pandemic and ongoing challenges and uncertainties posed by the Covid-19 pandemic for businesses and governments around the world; 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; 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; 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; 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 |
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| Results of AGM dated 24 May 2022, prepared by WPP plc. |
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| FOR IMMEDIATE RELEASE | 24 May 2022 |
WPP PLC ("WPP")
Results of AGM
Following its Annual General Meeting (AGM) held at 2.00pm on Tuesday 24 May 2022, WPP plc (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 31 March 2022, which is available on WPP's website at: www.wpp.com/investors.
Resolutions 1 to 20 were passed as ordinary resolutions and resolutions 21 to 23 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 2021 Annual Report and Accounts | 896,362,753 | 99.93 | 646,184 | 0.07 | 897,008,937 | 4,196,198 |
| 2 Ordinary Resolution to declare a final dividend | 900,742,472 | 99.95 | 433,013 | 0.05 | 901,175,485 | 29,650 |
| 3 Ordinary Resolution to approve the Compensation Committee report | 841,723,026 | 93.41 | 59,344,966 | 6.59 | 901,067,992 | 137,143 |
| 4 Ordinary Resolution to elect Simon Dingemans as a Director | 847,247,357 | 94.11 | 52,990,712 | 5.89 | 900,238,069 | 967,066 |
| 5 Ordinary Resolution to re-elect Angela Ahrendts DBE as a Director | 888,048,014 | 98.55 | 13,051,790 | 1.45 | 901,099,804 | 105,330 |
| 6 Ordinary Resolution to re-elect Sandrine Dufour as a Director | 899,998,242 | 99.88 | 1,095,207 | 0.12 | 901,093,449 | 111,686 |
| 7 Ordinary Resolution to re-elect Tarek Farahat as a Director | 898,638,952 | 99.73 | 2,454,784 | 0.27 | 901,093,736 | 111,398 |
| 8 Ordinary Resolution to re-elect Tom Ilube CBE as a Director | 887,335,147 | 98.47 | 13,759,466 | 1.53 | 901,094,613 | 110,521 |
| 9 Ordinary Resolution to re-elect Roberto Quarta as a Director | 875,457,434 | 97.16 | 25,634,598 | 2.84 | 901,092,032 | 113,102 |
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| 10 Ordinary Resolution to re-elect Mark Read as a Director | 896,625,043 | 99.50 | 4,467,703 | 0.50 | 901,092,746 | 112,389 |
| 11 Ordinary Resolution to re-elect John Rogers as a Director | 899,423,247 | 99.82 | 1,657,666 | 0.18 | 901,080,913 | 124,222 |
| 12 Ordinary Resolution to re-elect Cindy Rose OBE as a Director | 900,196,564 | 99.90 | 902,596 | 0.10 | 901,099,160 | 105,975 |
| 13 Ordinary Resolution to re-elect Nicole Seligman as a Director | 842,069,893 | 93.45 | 59,025,651 | 6.55 | 901,095,544 | 109,590 |
| 14 Ordinary Resolution to re-elect Keith Weed CBE as a Director | 896,629,988 | 99.86 | 1,216,686 | 0.14 | 897,846,674 | 3,358,461 |
| 15 Ordinary Resolution to re-elect Jasmine Whitbread as a Director | 662,809,535 | 73.56 | 238,287,890 | 26.44 | 901,097,425 | 107,710 |
| 16 Ordinary Resolution to re-elect Dr. Ya-Qin Zhang as a Director | 855,504,210 | 94.94 | 45,596,353 | 5.06 | 901,100,563 | 104,572 |
| 17 Ordinary Resolution to re-appoint Deloitte LLP as the auditor of the Company | 882,755,520 | 97.96 | 18,385,799 | 2.04 | 901,141,319 | 59,242 |
| 18 Ordinary Resolution to authorise the Audit Committee, on behalf of the Board, to determine the auditor's remuneration |
896,240,077 |
99.46 |
4,906,799 |
0.54 |
901,146,876 |
58,259 |
| 19 Ordinary Resolution to authorise the Directors to allot relevant securities |
829,661,839 |
92.08 |
71,374,157 |
7.92 |
901,035,996 |
169,139 |
| 20 Ordinary Resolution to approve the renewal of the WPP plc Executive Performance Share Plan (EPSP) as amended |
876,269,266 |
98.34 |
14,795,652 |
1.66 |
891,064,918 |
10,140,217 |
| 21 Special Resolution to authorise the Company to purchase its own shares |
896,877,812 |
99.58 |
3,806,878 |
0.42 |
900,684,690 |
520,445 |
| 22 Special Resolution to authorise the Directors to allot equity securities wholly for cash |
848,198,279 |
94.29 |
51,384,848 |
5.71 |
899,583,127 |
1,622,008 |
| 23 Special Resolution to authorise the disapplication of pre-emption rights | 835,252,211 | 92.86 | 64,262,364 | 7.14 | 899,514,575 | 1,680,569 |
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Resolution 15 - Re-election of Jasmine Whitbread
The Company was pleased that Resolution 15 relating to Jasmine Whitbread's re-election to the Board was supported but notes that a significant minority were not able to support her re-election at this time due to concerns about the number of other directorships of listed companies held by Jasmine, and the potential impact on her time commitment to WPP. The Board believes that Jasmine continues to devote sufficient time to discharge her duties. However, the Board takes seriously the results of the AGM and will continue to engage with shareholders to understand and respond to their views on the matter.
Notes:
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| (1) | The "for" votes include those giving the Chairman discretion. |
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| (2) | Total votes "for" and "against" are expressed as a percentage of the total votes cast. |
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| (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. |
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| (4) | Issued Share Capital (excluding Treasury Shares): 1,098,813,213 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
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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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| Date: 24 May 2022. | By: |
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| Balbir Kelly-Bisla |
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| Company Secretary |
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