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 2015
Commission File Number: 0-16350
WPP PLC
(Translation of registrants name into English)
27 Farm Street, London W1J 5RJ, England
(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 registrants home country), or under the rules of the home country exchange on which the registrants 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 registrants 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), 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 Companys 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 Companys major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in
the worlds advertising markets). 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 Companys
plans and objectives will be achieved. In addition, you should consider the risks described in Item 3D, captioned Risk Factors in the Companys Form 20-F for the year ended 31 December 2013, 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 Companys 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
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Exhibit No. |
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Description |
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1 |
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Press Release dated 16 March 2015, made by WPP plc. |
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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(Registrant) |
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Date: 17 March 2015. |
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By: |
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/s/ Paul W.G. Richardson |
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Paul W.G. Richardson |
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Group Finance Director |
Exhibit 1
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For Immediate Release |
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16 March 2015 |
WPP PLC (WPP)
LEAP 2010-14
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LEAP is a co-investment, performance-based, management incentive compensation plan requiring substantial, long-term investment by the participants |
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Calculation of share allocations to all Plan participants (17 senior executives who all had to commit shares to participate) based on formula and comparator group approved June 2009 by 83% share owner vote
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Relates to 5 year performance period 2010-2014 over which: |
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Market capitalisation increased by £10.17bn ($15.41bn) or 133% from £7.66bn ($12.37bn) to £17.83 bn ($27.78bn) while the FTSE 100 rose 21.3% |
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£1,000 invested in WPP on 1 Jan 2010 increased to £2,207 by end of 2014 compared with £1,213 if invested in FTSE 100 a 5.7 times greater increase |
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Total Shareholder Return (TSR) was 172% - outperforming 96% of the FTSE 100 market capitalisation |
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£1,000 invested in WPP on 1 Jan 2010 was worth £2,720 in TSR terms at end of 2014 compared with £1,470 if invested in FTSE 100 a 3.7 times greater increase |
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Maximum 5 times share match achieved through strong outperformance of comparator group |
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Shares have continued to perform strongly since period end up a further 16.3% to give a market capitalisation of £20.73bn ($30.56bn) |
Introduction
WPPs Leadership Equity Acquisition
Plan III (LEAP) was approved by share owners in June 2009 and superseded by a new scheme with a reduced opportunity approved by share owners in June 2013. The arithmetic application of the LEAP metrics has resulted in a maximum share
match of 5,092,905 shares for the 17 participants who all had to commit shares in order to qualify for participation. Following WPPs strong outperformance against the 12 comparator companies included in the scheme, having achieved TSR of 172%
over the five year performance period 1 January 2010 until 31 December 2014, the scheme participants have earned a share match of five times the number of shares they pledged in 2010. No new awards have been made under LEAP since 2012 with
the final match being due in respect of the performance period 2012-2016.
The maximum performance outcome results in the vesting of 2,326,945 shares for
Sir Martin Sorrell, CEO, which would have been worth £16.86m at the grant price in 2010 of £7.2475 per share and which have more than doubled in value to £36.04m at the vesting price of £15.48875 per share on
13 March 2015. This covers a five year investment and performance period in which the FTSE 100 rose 21.3% while WPPs shares rose 120.7%. £1,000 invested
in WPP at the start of the period increased to £2,207 by the end of 2014 compared with £1,213 if invested in the FTSE 100, representing a 5.7 times greater increase. WPPs market
capitalisation increased by £10.17 billion ($15.41 billion) or 133% from £7.66 billion ($12.37 billion) to £17.83 billion ($27.78 billion). WPP outperformed the TSR of 96% of the FTSE 100 market capitalisation. £1,000
invested in WPP at the start of 2010 would have been worth £2,720 in TSR terms at the end of 2014 compared with £1,470 if invested in the FTSE 100, representing a 3.7 times greater return. The LEAP award to the 17 participants is
equivalent to 0.78% of the increase in the Companys market capitalisation and 0.61% of the cumulative TSR during this period. Included in the award to the 17 participants is the award to the CEO which represents 0.36% of the increase in the
market capitalisation and 0.28% of the cumulative TSR.
Directors Interests
On 12 March 2015 Sir Martin Sorrell exercised his option to receive 2,326,945 shares which vested pursuant to his award granted under LEAP in 2010. On
12 March 2015 Sir Martin Sorrell sold 1,120,514 of these shares to raise £17.36m to discharge the consequential tax liabilities representing 48.17% of the total gain on the shares.
At todays date Sir Martin Sorrell and his family interests are interested in or have rights in 20,289,018 shares (inclusive of the shares he is entitled
to receive pursuant to the awards granted under Renewed LEAP in 2004, 2005, the UK part of the 2006 award and the 2007 award, and the UK part of his 2009 LEAP award, receipt of which have been deferred). Sir Martin Sorrells family interests
and rights represent 1.545% of the issued share capital of WPP. Additionally the JMCMRJ Sorrell Foundation holds 2,105,936 WPP shares, representing 0.160% of WPPs issued share capital.
On 12 March 2015 Mr Paul Richardson, CFO, exercised his option to receive the shares which vested pursuant to the award granted under LEAP in 2010 in
relation to 563,870 shares. On 12 March 2015 Mr Paul Richardson sold 422,900 of these shares in order to fund taxes, transaction costs and other financial commitments.
At todays date Mr Paul Richardsons beneficial holding is the equivalent of 920,265 shares (all being in WPP ADRs), representing 0.070% of
WPPs issued share capital.
Commenting on the LEAP outcome, WPP Chairman Philip Lader said This senior management incentive compensation plan
required substantial personal, long-term investment by the participants, exceptional corporate performance over five years, and was approved by an 83% supporting vote of share owners. The awards were determined by the arithmetic application of this
2009 plan and are aligned with the £12.8 billion share owner value creation over this period derived from share price appreciation, dividends and share buy-backs.
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For further information please contact: |
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Richard Oldworth, Buchanan |
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+44 (0)207 466 5000 or +44 (0)7710 130 634 |
or Feona McEwan, WPP |
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+44 (0)20 7408 2204 |
Notes to Editors
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The 17 participants include the two Executive Directors as disclosed in this announcement and many of the senior executives responsible for some of the Groups largest operating companies. All participants had to
commit shares in 2010 in order to qualify for participation. |
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Over the performance period 2010-2014 shareowner value has been created by: |
Market
capitalisation increasing by £10.17bn ($15.41bn)
Dividends of £1.582bn ($2.519bn) representing 19.8% CAGR in dividend
per share from 15.47p to 38.2p
Share buy-backs of £1.071bn ($1.727bn).
Key Financials 2010-14
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2009 |
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2014 |
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Increase (%) |
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CAGR (%) |
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Revenue (£m) |
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8,684 |
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11,529 |
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32.8 |
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5.8 |
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Net Sales (£m) |
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7,981 |
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10,065 |
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26.1 |
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4.8 |
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P.B.I.T (£m) |
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1,017 |
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1,681 |
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65.3 |
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10.6 |
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Headline Diluted EPS (p) |
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44.4p |
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84.9p |
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91.2 |
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13.9 |
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Dividend (p) |
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15.47p |
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38.2p |
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146.9 |
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19.8 |
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Share Price (p) |
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609.5p |
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1,345p |
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120.7 |
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17.1 |
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Market Capitalisation (£bn) |
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7.66 |
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17.86 |
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132.8 |
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18.4 |
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WPP v. FTSE 100 Index 2010-14
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WPP |
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FTSE100 |
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WPP return as multiple of FTSE 100 return |
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Value at 31.12.14 of £1,000 invested 1.1.10 |
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2,207 |
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1,213 |
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Increase in value at 31.12.14 of £1,000 invested 1.1.10 |
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1,207 |
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213 |
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5.7x |
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TSR at 31.12.14 of £1,000 invested at 1.1.10 |
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2,720 |
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1,470 |
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3.7x |
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