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 2026
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
The
Company may include forward-looking statements (including as
defined in the U.S. Private Securities Litigation Reform Act of
1995) 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 unanticipated loss of a material client or key personnel;
delays, suspensions 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 the Middle East; the risk of
global economic downturn; slower growth, increasing interest rates
and high and sustained inflation; tariffs and other trade barriers;
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” in the
Company’s most recent 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. Other than in accordance with its
legal or regulatory obligations (including under the Market Abuse
Regulation, the UK Listing Rules and the Disclosure and
Transparency Rules of the Financial Conduct Authority), 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 Plan and Awards dated
24 March 2026, prepared by WPP
plc.
|
FOR IMMEDIATE RELEASE
24 March
2026
WPP plc ("WPP")
Executive Performance Share Plan (EPSP) Awards and Executive Share
Awards (ESA)
On 20 March 2026, 2026 EPSP awards were made under the Executive
Performance Share Plan (EPSP). The participants included WPP's
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as
set out in the table below. In addition, awards were made in
connection with the CEO's and CFO's annual bonuses for 2025 which
were delivered 100% in the form of deferred share awards,
ESAs.
|
Executive Director
|
Nature of Award
|
Number of shares awarded
|
|
Cindy Rose (CEO)
|
2026 EPSP
|
2,147,766
|
|
Cindy Rose (CEO)
|
2025 ESA
|
115,800
|
|
Joanne Wilson (CFO)
|
2026 EPSP
|
979,381
|
|
Joanne Wilson (CFO)
|
2025 ESA
|
84,257
|
Notes
1)
The EPSP awards and ESAs 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 EPSP award does not vest at
the end of the three- year performance period it will
lapse
3)
The 2026 EPSP awards take the form of conditional awards over WPP
shares or ADRs and the amounts stated above represent the maximum
possible opportunity.
4)
The extent to which these awards vest in 2029 will depend on WPP's
performance over the three-year performance period from 1 January
2026 to 31 December 2028, as set out in the WPP 2025 Annual
Report.
5)
The ESAs take the form of conditional awards over WPP shares and
will vest after two years subject to continued
employment.
6)
Additional shares will be awarded at vesting of both EPSP awards
and ESAs in lieu of dividends on the shares that vest
7)
The EPSP 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
|
Cindy Rose
|
|
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 transactions
|
Grant of conditional share awards over WPP plc ordinary shares
under the WPP Executive Performance Share Plan (EPSP) and WPP plc
Stock Plan 2018 (WSP)
|
|
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)
|
|
Conditional award over shares under the EPSP
|
2,147,766
|
|
Conditional award over shares under the WSP
|
115,800
|
|
d)
|
Aggregated information
-
Aggregated number
-
Aggregated Price
-
Total
|
N/A (single transaction)
|
|
e)
|
Date of the transaction
|
20 March 2026
|
|
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 transactions
|
Grant of conditional share awards over WPP plc ordinary shares
under the WPP Executive Performance Share Plan and WPP plc Stock
Plan 2018
|
|
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)
|
|
Conditional award over shares under the EPSP
|
979,381
|
|
Conditional award under the WSP
|
84,257
|
|
d)
|
Aggregated information
-
Aggregated number
-
Aggregated Price
-
Total
|
N/A
|
|
e)
|
Date of the transaction
|
20 March 2026
|
|
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: press@wpp.com
Investors: irteam@wpp.com
About WPP
WPP is the trusted growth partner for the world's leading brands.
We unite cutting-edge media intelligence and data solutions,
world-class creativity, next-generation production, transformative
enterprise solutions and expert strategic counsel in a single
company - powered by exceptional talent and our agentic marketing
platform, WPP Open, to help our clients navigate change, capture
opportunity and deliver transformational growth. 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:
24 March 2026.
|
By:
______________________
|
|
|
Balbir
Kelly-Bisla
|
|
|
Company
Secretary
|
