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 May 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
|
Results of AGM dated 08 May 2026, prepared by WPP plc.
|
|
FOR IMMEDIATE RELEASE
|
8 May 2026
|
WPP
PLC ("WPP")
Results of
AGM
Following its Annual General Meeting ("AGM") held
at 10.00am on Friday 8 May 2026, 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 19 March 2026, which is available
on WPP's website at: www.wpp.com/investors.
Resolutions 1 to 17 were passed as ordinary resolutions and
resolutions 18 to 20 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 2025 Annual Report
and Accounts
|
905,526,445
|
99.99%
|
135,788
|
0.01%
|
905,662,233
|
403,209
|
|
2 Ordinary
Resolution to declare a final
dividend
|
905,482,063
|
99.94%
|
525,816
|
0.06%
|
906,007,879
|
57,563
|
|
3 Ordinary
Resolution to approve the Compensation
Committee report
|
686,768,749
|
75.84%
|
218,835,048
|
24.16%
|
905,603,797
|
461,645
|
|
4 Ordinary
Resolution to approve the Directors'
Compensation Policy
|
678,516,018
|
74.92%
|
227,188,927
|
25.08%
|
905,704,945
|
380,497
|
|
5 Ordinary
Resolution to re-elect Angela Ahrendts DBE
as a Director
|
873,033,403
|
96.37%
|
32,895,183
|
3.63%
|
905,928,586
|
136,856
|
|
6 Ordinary
Resolution to re-elect Simon Dingemans as a
Director
|
791,878,593
|
98.95%
|
8,440,126
|
1.05%
|
800,318,719
|
105,746,723
|
|
7 Ordinary
Resolution to re-elect Sandrine Dufour as a
Director
|
894,678,647
|
98.76%
|
11,256,898
|
1.24%
|
905,935,545
|
129,897
|
|
8 Ordinary
Resolution to re-elect Tom Ilube CBE as a
Director
|
894,410,984
|
98.73%
|
11,528,291
|
1.27%
|
905,939,275
|
126,167
|
|
9 Ordinary
Resolution to elect Philip Jansen as a
Director
|
897,294,234
|
99.04%
|
8,653,138
|
0.96%
|
905,947,372
|
118,070
|
|
10 Ordinary
Resolution to re-elect Cindy Rose OBE as a
Director
|
902,623,890
|
99.63%
|
3,332,950
|
0.37%
|
905,956,840
|
108,602
|
|
11 Ordinary
Resolution to re-elect Keith Weed CBE as a
Director
|
890,413,850
|
99.04%
|
8,652,766
|
0.96%
|
899,066,616
|
6,998,826
|
|
12 Ordinary
Resolution to re-elect Jasmine Whitbread as
a Director
|
892,048,983
|
98.47%
|
13,893,640
|
1.53%
|
905,942,623
|
122,819
|
|
13 Ordinary
Resolution to re-elect Joanne Wilson as a
Director
|
902,593,916
|
99.63%
|
3,354,337
|
0.37%
|
905,948,253
|
117,189
|
|
14 Ordinary
Resolution to re-elect Dr. Ya-Qin Zhang as a
Director
|
790,960,464
|
98.83%
|
9,360,744
|
1.17%
|
800,321,208
|
105,744,234
|
|
15 Ordinary
Resolution to re-appoint
PricewaterhouseCoopers LLP as the auditor of the
Company
|
905,526,755
|
99.98%
|
202,016
|
0.02%
|
905,728,771
|
336,671
|
|
16 Ordinary
Resolution to authorise the Audit Committee,
on behalf of the Board, to determine the auditor's
remuneration
|
905,505,852
|
99.98%
|
221,369
|
0.02%
|
905,727,221
|
338,221
|
|
17 Ordinary
Resolution to authorise the Directors to
allot relevant securities
|
771,849,994
|
85.20%
|
134,115,594
|
14.80%
|
905,965,588
|
99,854
|
|
18 Special
Resolution to authorise the Company to
purchase its own shares
|
905,374,604
|
99.95%
|
449,815
|
0.05%
|
905,824,419
|
241,023
|
|
19 Special
Resolution to authorise
the disapplication
of pre-emption rights
|
864,629,910
|
95.45%
|
41,258,461
|
4.55%
|
905,888,371
|
177,071
|
|
20 Special
Resolution to authorise
the disapplication
of pre-emption rights in connection with acquisitions and other
specified capital investments
|
91,140,080
|
87.33%
|
114,737,461
|
12.67%
|
905,877,541
|
187,901
|
Resolutions 3 and 4
The
WPP Board is delighted that all the resolutions were supported at
today's Annual General Meeting. In particular the Board thanks the
significant majority of our shareholders who voted in support of
the Compensation Committee Report (Resolution 3) and the Directors'
Compensation Policy (Resolution 4).
The
Board notes that, although approved with clear majorities,
Resolution 3 (Compensation Committee Report) and Resolution 4
(Directors' Compensation Policy) received less than the 80% level
identified in the UK Corporate Governance Code. As such, in
accordance with the Code the Board will engage with any major
shareholders who did not support the resolutions to understand the
reasons behind their voting decision. An update on these
discussions will be provided within six months of today's
AGM.
Notes:
(1)
The "for" votes include those giving the Chair
discretion.
(2)
Total votes "for" and "against" are expressed as a percentage of
the total votes cast.
(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.
(4)
Issued Share Capital (excluding Treasury
Shares): 1,078,802,358 ordinary shares.
The above poll results will shortly be available on WPP's website
at www.wpp.com/investors.
In accordance with Listing Rule 6.4.2 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
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 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:
08 May 2026.
|
By:
______________________
|
|
|
Balbir
Kelly-Bisla
|
|
|
Company
Secretary
|
