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 2025
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
|
Executive Performance Share Awards dated 14 March 2025, prepared by WPP
plc.
|
FOR IMMEDIATE RELEASE
14 March
2025
WPP plc ("WPP")
Executive Performance Share Awards
On 12 March 2025, awards were made to the 2025 participants which
comprise WPP's Chief Executive Officer, Chief Financial Officer,
and Chief Operating Officer 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
|
714,432
|
|
Joanne
Wilson
|
361,617
|
|
Andrew
Scott
|
354,480
|
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 2028 will
depend on WPP's performance over the three-year performance period
from 1 January 2025 to 31 December 2027.
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 2023
Directors' Compensation Policy as approved by shareholders on 17
May 2023
2) To
the extent that each element of an 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
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
||
|
a)
|
Name
|
Mark
Read
|
|
|
b)
|
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 award 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
|
714,432
|
||
|
d)
|
Aggregated
information
-
Aggregated number
-
Aggregated Price
-
Total
|
N/A
(single transaction)
|
|
|
e)
|
Date of
the transaction
|
12
March 2025
|
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
||
|
a)
|
Name
|
Joanne
Wilson
|
|
|
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 award 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
|
361,617
|
||
|
d)
|
Aggregated
information
-
Aggregated number
-
Aggregated Price
-
Total
|
N/A
(single transaction)
|
|
|
e)
|
Date of
the transaction
|
12
March 2025
|
|
|
f)
|
Place
of the transaction
|
London
Stock Exchange (XLON)
|
|
|
1.
|
Details of PDMR/person closely associated with them
('PCA')
|
||
|
a)
|
Name
|
Andrew
Scott
|
|
|
b)
|
Position/status
|
Chief
Operating 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 award 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
|
354,480
|
||
|
d)
|
Aggregated
information
-
Aggregated number
-
Aggregated Price
-
Total
|
N/A
(single transaction)
|
|
|
e)
|
Date of
the transaction
|
12
March 2025
|
|
|
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.
Balbir Kelly-Bisla
Group Company Secretary
Further information
Media: [email protected]
Investors: [email protected]
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:
14 March 2025.
|
By:
______________________
|
|
|
Balbir
Kelly-Bisla
|
|
|
Company
Secretary
|