FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 2015
Commission File Number: 0-16350
WPP PLC
(Translation of registrant’s 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 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 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 Company’s 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 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 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 Company’s
plans and objectives will be achieved.
EXHIBIT INDEX
|
|
|
| Exhibit
No. |
|
Description |
|
|
| 1 |
|
Notice of Annual General Meeting |
|
|
| 2 |
|
Form of Proxy |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the
undersigned, thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
WPP PLC |
|
|
|
|
(Registrant) |
|
|
|
|
| Date: 20 May 2015. |
|
|
|
By: |
|
/s/ Paul W.G. Richardson |
|
|
|
|
|
|
Paul W.G. Richardson |
|
|
|
|
|
|
Group Finance Director |
|
| Exhibit 1
|
exhibit 1
Notice of Annual General Meeting
WPP Notice of Annual General Meeting This Notice is the formal notification to share owners of the Annual
General Meeting, its date, time and place and the resolutions to be considered (numbered 1 to 23 in the Notice). It is an important document. If, having read it, you are in any doubt as to the action you should take, you should consult an
appropriate professional advisor. Separate notes on the Form of Proxy (also enclosed with this document) explain the arrangements for share owners to exercise their voting rights. If you have sold or transferred all of your WPP plc ordinary shares,
please pass these documents to the person through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Notice is hereby given that the Annual General Meeting of the share owners of WPP plc (the
‘Company’) will be held at 12 noon on Tuesday 9 June 2015 at Northumberland Avenue, London, WC2N 5BY, to consider and, if thought fit, to pass the following resolutions, of which Resolutions 1 to 21 will be proposed as Ordinary
Resolutions and Resolutions 22 and 23 as Special Resolutions. Voting on all resolutions will be by way of a poll.
WPP NOTICE OF AGM
Notice of Annual General Meeting
1 To receive the
Annual Report and Accounts for the financial year ended 31 December 2014.
2 To declare a final dividend
of 26.58 pence per ordinary share to be payable to the share owners on the register at the close of business on 5 June 2015 as recommended by the directors for the year ended 31 December 2014.
3 To receive and approve the Compensation Committee Implementation report contained within the Annual Report and Accounts
for the financial year ended 31 December 2014.
4 To approve the Sustainability report contained within
the Annual Report and Accounts for the financial year ended 31 December 2014.
5 To elect Roberto Quarta
as a director.
6 To re-elect Roger Agnelli as a director.
7 To re-elect Dr Jacques Aigrain as a director.
8 To re-elect Ruigang Li as a director.
9 To
re-elect Paul Richardson as a director.
10 To re-elect Hugo Shong as a director.
11 To re-elect Timothy Shriver as a director.
12 To re-elect Sir Martin Sorrell as a director.
13 To re-elect Sally Susman as a director.
14 To re-elect Solomon Trujillo as a director.
15
To re-elect Sir John Hood as a director.
16 To re-elect Charlene Begley as a director.
17 To re-elect Nicole Seligman as a director.
18 To re-elect Daniela Riccardi as a director.
19
To re-appoint Deloitte LLP as auditors to hold office from the conclusion of the Annual General Meeting to the conclusion of the next Annual General Meeting and to authorise the directors to fix their remuneration.
20 In accordance with Article 6 of the Company’s Articles of Association, to authorise the Board of Directors to
allot relevant securities (as defined in the Company’s Articles of Association) up to a maximum nominal amount of £87,271,076 for a period expiring at the conclusion of the Annual General Meeting of the company in 2016 or on
1 September 2016, whichever is the earlier.
21 To approve the WPP plc Share Option Plan 2015 (‘2015
Share Option Plan’) in the form set out in the draft rules produced to the Meeting and for the purposes of identification signed by the Company Secretary, the principal terms of which are summarised in a document sent to share owners dated
20 April 2015, and to authorise the directors of the Company acting through its Compensation Committee to make such amendments to the rules of the 2015 Plan and to do all such acts and things which they may consider necessary or expedient for
the purposes of carrying the 2015 Share Option Plan into effect including, without limitation, to make amendments and modifications that are required in order to take account of laws and regulations which would enable non-UK resident employees to
participate in the 2015 Share Option Plan in a beneficial manner, including without limitation the establishment of separate plans in different jurisdictions.
22 To authorise the Company generally and unconditionally:
(a) pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of ordinary shares in the Company on such terms and in such manner as the directors of the Company
may from time to time determine, provided that:
(i) the maximum number of ordinary shares hereby authorised to
be purchased is 131,037,653;
(ii) the minimum price which may be paid for an ordinary share is 10 pence
(exclusive of expenses (if any) payable by the Company);
WPP NOTICE OF AGM
Notice of Annual General Meeting
(iii) the
maximum price which may be paid for an ordinary share is not more than the higher of an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the
five business days immediately preceding the day on which the ordinary share is contracted to be purchased and the amount stipulated by Article 5 (1) of the Buyback and Stabilisation Regulation 2003 (exclusive of expenses (if any) payable by the
Company); and (iv) this authority, unless previously revoked or varied, shall expire on the earlier of the conclusion of the Annual General Meeting of the Company to be held in 2016 and 1 September 2016, save that a contract of purchase may be
concluded by the Company before such expiry which will or may be executed wholly or partly after such expiry, and the purchase of shares may be made in pursuance of any such contract; and (b) pursuant to Article 58A of the Companies (Jersey)
Law 1991, and if approved by the directors, to hold as treasury shares any ordinary shares purchased pursuant to the authority conferred by resolution 22 (a) above.
23 In accordance with Article 8 of the Company’s Articles of Association, to authorise the Board of Directors to allot equity securities (as defined in the Company’s Articles of
Association) wholly for cash (including in connection with a rights issue (as defined in the Company’s Articles of Association)) as if Article 7 of the Company’s Articles of Association did not apply, provided that (a) for the
purposes of paragraph (l)(b) of Article 8 only, the aggregate nominal amount to which this authority is limited is £6,551,882, and (b) this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2016 or
on 1 September 2016, whichever is the earlier. By Order of the Board Marie Capes Secretary, WPP plc 20 April 2015 Registered Office Queensway House Hilgrove Street St Helier Jersey JEl IES
WPP NOTICE OF AGM
Notice of Annual General Meeting Important notes
1 Only share owners whose names appear on the register of members of the Company at 6pm on 5 June 2015 shall be
entitled to attend the Annual General Meeting (the ‘Meeting’) either in person or by proxy and the number of ordinary shares then registered in their respective names shall determine the number of votes such persons are entitled to cast at
the Meeting. 2 A share owner entitled to attend and vote at the Meeting may appoint one or more proxies to attend, speak and vote instead of him or her. A share owner may appoint more than one proxy in relation to the Meeting provided that each
proxy is appointed to exercise rights attached to a different share or shares held by him or her. A proxy need not be a share owner of the Company. 3 To be valid, the Form of Proxy for use at the Meeting and power of attorney or other authority, if
any, under which it is signed or a notarially certified or office copy of such power of authority, must be deposited at the offices of Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, not less than 48 hours
before the time appointed for holding the Meeting. Completion and return of the Form of Proxy will not prevent you from attending and voting at the Meeting instead of your proxy, if you wish. 4 As an alternative to completing and returning the
printed Form of Proxy, you may submit your proxy over the internet by accessing the Company’s website, wpp.com/investor. For security purposes, share owners will need to provide their share owner reference number (SRN), control number and
personal identification number (PIN) to validate the submission of their proxy online. Share owners’ individual SRN and PIN are shown on the printed Form of Proxy sent to them. For further information, see the instructions printed on the Form
of Proxy. 5 A person to whom this Notice is sent who is a person nominated to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the share owner by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the share owner as to the exercise of voting rights. The statements of the rights of share owners in relation to the appointment of proxies in paragraphs 2, 3, and 4 above and 6 below do nor apply to a Nominated Person. The rights
described in these paragraphs can only be exercised by registered members of the Company. 6 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any
adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a ‘CREST Proxy Instruction’) must
be properly authenticated in accordance with Euroclear’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, whether it constitutes the appointment of the proxy or an
amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agents, Computershare Investor Services PLC (ID3RA50), by no later than 48 hours before the time
appointed for the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST application’s host) from which the issuer’s agent is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. After this time any amendment to the instruction given to a proxy appointed through CREST should be communicated to the proxy through other means. CREST members and, where applicable,
their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timing and limitations will therefore apply in relation to the input of CREST
Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member
WPP NOTICE OF AGM
|
|
|
Notice of Annual General Meeting is a CREST personal member or sponsored member or has appointed (a) voting service provider(s) to procure that their CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service
providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timing. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of
the Companies (Uncertificated Securities) (Jersey) Order 1999. 7 As at 8 April 2015 (being the last practicable business day prior to publication of this Notice) the Company’s issued share capital consists of 1,325,749,311 ordinary shares
carrying one vote each of which 15,372,781 shares are held in treasury. Therefore, the total voting rights in the Company as at 8 April 2015 are 1,310,376,530. 8 Copies of the following documents are available for inspection during normal
business hours at the Registered Office of the Company on any weekday (Saturdays, Sundays and public holidays excepted) from the date of the Notice and at the place of the Meeting from 11:30am until the close of the Meeting: (a) directors’
service contracts and terms of appointment for the chairman and for the non-executive directors; (b) terms of reference of the Audit, Compensation and Nomination and Governance Committees; (c) the Memorandum and Articles of Association of
the Company; and (d) copies of the draft rules of the 2015 Share Option Plan. Explanatory notes to the Notice of Annual General Meeting Voting on all resolutions at the Meeting will be by way of a poll rather than a show of hands. This reflects
best practice and means that all the votes cast, and not just those of the share owners present, are taken into account. If you are unable to attend the Annual General Meeting, the directors urge you to appoint a proxy or proxies to attend the
Meeting and vote on your behalf, or nominate the chairman of the Meeting to vote on your behalf. The poll results will be notified to the UK Listing Authority and published on the Company’s website as soon as possible after the conclusion of
the Meeting. Resolutions 1 to 21 will be proposed as ordinary resolutions that will be passed if more than 50% of the votes are cast in favour of the resolution. Resolutions 22 and 23 will each be proposed as special resolutions that will be passed
if not less than two-thirds of the votes cast are in favour of the particular resolution. Item 1: Report and Accounts The directors must present to share owners at the Annual General Meeting the report of the directors and the accounts of the
Company for the year ended 31 December 2014. The report of the directors, the accounts, the report of the Compensation Committee and the report of the Company’s auditors on the accounts, are contained within the 2014 Annual Report and
Accounts. Item 2: Declaration of final dividend The amount of the final dividend recommended by the directors is 26.58 pence per ordinary share. Final dividends must be approved by share owners, but must not exceed the amount recommended by the
directors.
WPP NOTICE OF AGM
Notice of Annual General Meeting
Item 3:
Implementation report Resolution 3 proposes the approval of the report by share owners. The report, which is made on behalf of the full Board, explains the different elements which comprised executive remuneration in 2014, including how base
salaries and short- and long-term incentive remuneration were determined for executive directors of the parent company and for senior executives of the parent company and Group operating companies. Payments made to the non-executive directors, as
well as details of their share ownership, are also set out in the Implementation report. In addition, the Company’s executive stock ownership policy, the utilisation of the stock incentive plans and the provision of other benefits are
explained. Item 4: Sustainability report Resolution 4 proposes the approval of the Sustainability report contained within the 2014 Annual Report and Accounts by share owners. The report explains the Group’s sustainability activity and
business strategy. Items 5 to 18: Election and re-election of directors Appendix I to this Notice gives details of the election and re-election of directors and reasons therefor. Each election and re-election shall be considered as a separate
resolution at the Meeting. Item 19: Re-appointment of auditors The auditors of the Company must be appointed at each Annual General Meeting. Resolution 19 proposes the re-appointment of Deloitte LLP, to hold office until the conclusion of the
next Annual General Meeting to be held in 2016. The resolution also gives authority to the directors to determine the auditors’ remuneration.
Item 20: Authority to allot shares
Resolution 20
proposes to seek renewal of the authority to the directors to allot ordinary shares. The £87,271,076 nominal amount of relevant securities to which this authority will relate represents approximately 66.6% of the nominal amount of the issued
ordinary share capital of the Company as at 8 April 2015 (excluding treasury shares). This amount complies with guidelines issued by the ABI. In accordance with the ABI guidelines, one-third of the Company’s issued ordinary share capital
(excluding treasury shares) as at 8 April 2015 will be applied (if at all) to fully pre-emptive rights issues only. As at 8 April 2015, the Company holds 15,372,781 treasury shares which represent approximately 1.2% of the total ordinary share
capital in issue as at 8 April 2015. Except pursuant to the employee share schemes and the satisfaction of deferred consideration under certain acquisition agreements to which the Company is a party, the directors have no present intention of
allotting ordinary shares. The authorities conferred pursuant to resolutions 20 and 23 will expire on the date of the Annual General Meeting in 2016 or 1 September 2016, whichever is the earlier. Item 21: Approval of the 2015 Share Option
Plan The WPP plc Share Option Plan 2015 (‘2015 Share Option Plan’) is a single plan to replace both the Company’s ‘all-employee’ Worldwide Ownership Plan and its discretionary Executive Stock Option Plan, both of which
expire on 25 September 2015. Over recent years, the Executive Stock Option Plan has been used very infrequently. If the 2015 Share Option Plan is approved, it is proposed that the first options under the 2015 Share Option Plan be granted in
2015.
WPP NOTICE OF AGM
Notice of Annual General Meeting
In certain
circumstances, it may be advantageous for the Company to purchase its own ordinary shares and Resolution 22 seeks authority from share owners to authorise the directors to make such purchases in the market. The directors consider it desirable for
this general authority to be available to provide additional flexibility in the management of the Company’s capital resources. The directors only implement the authority when, in the light of market conditions prevailing at the time, they
believe that the effect of any such purchases will enhance earnings per share in the medium to long term and will be in the best interests of the Company generally. Any shares purchased under this authority would ordinarily be cancelled and the
number of shares in issue will be reduced accordingly, though the Company has the option to hold them as treasury shares. The purchase price will be paid out of distributable profits. The total number of options to subscribe for ordinary shares that
are outstanding as at 8 April 2015 is 17,724,254. The proportion of issued share capital that they represented at that time was 1.35% (excluding treasury shares) and the proportion of issued share capital that they will represent if the full
authority to buy back shares (existing and being sought) is used and if the shares bought back are cancelled, will be 1.7% (excluding treasury shares). Resolution 22 specifies the maximum number of shares which may be purchased (representing
approximately 10% of the Company’s issued ordinary share capital as at 8 April 2015, excluding treasury shares) and the minimum and maximum prices at which they may be bought, reflecting the requirements of the UK Listing Authority.
Item 23: Disapplication of pre-emption rights At the last Annual General Meeting, the directors were
empowered to make limited allotments of ordinary shares for cash other than according to the pre-emption rights, which require a company to offer all allotments of ordinary shares for cash proportionately to existing share owners first. Resolution
23 proposes to seek renewal of this power of the directors and would continue to provide the directors with the power to allot shares for cash when they consider it is in the best interests of the Company to do so and so that: (a) the Company
can follow normal practices in the event of a rights issue; and (b) ordinary shares may be issued wholly for cash other than proportionately to existing ordinary share owners up to a maximum nominal amount of £6,551,882 (which includes
the sale on a non-preemptive basis of any shares the Company holds in treasury for cash) representing approximately 5% of the Company’s issued ordinary share capital (excluding treasury shares) as at 8 April 2015. There are presently no
plans to allot ordinary shares wholly for cash other than pursuant to the employee share schemes and the satisfaction of deferred consideration under certain acquisition agreements. Shares allotted under an employee share scheme are not subject to
the pre-emption rights. In accordance with investor guidelines, the directors confirm their intention that the total number of shares issued for cash on a non pre-emptive basis during any rolling three year period will not exceed 7.5% of the issued
share capital of the Company.
Item 22: Authority to purchase own shares
WPP NOTICE OF AGM
Notice of Annual General Meeting
Appendices
Appendix I Re-election and election of directors All of the directors of the Company with the exception of Colin Day, Jeffrey Rosen and Philip Lader are standing for election or re-election this year. Roberto Quarta is offering himself for election
for the first time and, as announced on 17 December 2014, subject to his election will succeed Philip Lader as chairman of the Board. The report from Philip Lader in his capacity as chairman of the Board and of the Nomination and Governance
Committee contained in the Annual Report and Accounts sets out the process which has been followed relating to the assessment of the performance during 2014 of all of the then current members of the Board including himself as chairman of the
Company. The chairman confirms that, following these detailed assessments, each of the directors standing for re-election continues to be effective and to demonstrate the commitment of time and energy to committee meetings and other duties for the
Company. Each of the directors therefore unanimously recommends (other than in respect of their own appointment) share owners to vote in favour of Resolutions 5 to 18 inclusive. A review of the biographical details of each of the directors seeking
election and re-election appears in the ‘Who runs WPP’ section of the 2014 Annual Report and Accounts and indicates the breadth of knowledge and experience which each of them brings to the Company. Appendix 2 Summary of the Principal Terms
of the 2015 Share Option Plan Who can participate? The Compensation Committee may grant options under the 2015 Share Option Plan to employees (including executive directors) within the WPP Group of companies. What kinds of options can be granted?
Options over ordinary shares (including depositary instruments representing holdings of ordinary shares) of two kinds can be granted, both with a market-value exercise price. Options can be granted to employees who have worked within the WPP Group
of companies for a period of time specified by the Compensation Committee at the time of grant and it is intended that these options will be granted to all eligible employees and not be subject to performance conditions. Other options may be also
granted on a discretionary basis under the 2015 Share Option Plan on whatever bespoke terms the Compensation Committee decides (‘Executive Options’). The exercise of an Executive Option granted to an executive director of the Company must
be subject to the satisfaction of performance conditions. When can options be granted? Options under the 2015 Share Option Plan may be granted within the period of 42 days commencing on: (a) the date of approval of the 2015 Share Option Plan by
share owners; (b) the day after the Company releases its results for any financial period; (c) the day after the Company’s Annual General Meeting; (d) any day on which changes to the legislation or regulations affecting the 2015
Share Option Plan are announced, made or come into effect; or (e) the lifting of dealing restrictions which prevented the granting of options during any of the periods specified above.
WPP NOTICE OF AGM
Notice of Annual General Meeting
In exceptional
circumstances, options may also be granted at other times. Options may only be granted within the period of 10 years from the date of approval of the 2015 Share Option Plan by the Company’s share owners. What personal and other limits apply?
The maximum value of ordinary shares over which options can be granted under the 2015 Share Option Plan to a participant in a 12-month period is four times (for Executive Options) or one times (for other options) that person’s total gross
salary and fees. An option cannot be granted if it would cause either of the following limits to be exceeded: (a) The number of ordinary shares which have been issued or which the Company is committed to issue to satisfy options or awards
granted in the previous 10 years under the 2015 Share Option Plan and any other employee share plan operated by the Company must not exceed 10% of the ordinary share capital of the Company. (b) The number of ordinary shares which have been
issued or which the Company is committed to issue to satisfy options or awards granted in the previous 10 years under the 2015 Share Option Plan and any other discretionary employee share plan adopted by the Company must not exceed 5% of the
ordinary share capital of the Company. Ordinary shares that have been (or may be) transferred out of treasury to satisfy options or awards will be counted for the purposes of these limits, but ordinary shares subject to options or awards which have
lapsed or been surrendered will not be counted. When can options be exercised? Options can normally only be exercised between the third and 10th anniversaries of the date of grant by a participant who remains an employee within the WPP Group of
companies. Special rules apply if a participant leaves employment with the WPP Group or there is a change of control of the Company (see below). What happens when options are exercised? Options may be satisfied by the issue of new ordinary shares or
the transfer of ordinary shares from one of the Company’s employee benefit trusts or treasury shares or be settled in cash. An option is personal to each participant and will lapse if it is transferred (unless the Compensation Committee decides
otherwise). Benefits under the 2015 Share Option Plan are not pensionable. What happens if a participant is no longer employed by the WPP Group? If a participant leaves employment or dies within six months of the grant date, an option will lapse. If
a participant leaves employment after that time the option will automatically lapse unless the participant is a ‘good leaver’. Good leaver situations include ceasing to be employed within the WPP Group of companies because of:
(a) retirement; (b) ill-health, injury or disability; (c) the subsidiary or business by which the participant is employed being transferred out of the WPP Group of companies; or (d) any other reason determined by the Compensation
Committee. The options of good leavers will not lapse, but the number of ordinary shares in respect of which they may be exercised will still be subject to the satisfaction of any applicable performance conditions. Executive Options will be reduced
proportionally based on the part of the three-year period after grant that the participant remained in employment. If a participant dies before an option becomes exercisable, the number of shares in respect of which it may be exercised may be
reduced to reflect the proportion of the three-year period after the date of grant represented by the period between grant and the date of death (unless the Compensation Committee determines otherwise).
WPP NOTICE OF AGM
Notice of Annual General Meeting
When can options
be reduced or forfeited? Where a participant who has been awarded an Executive Option: (a) has committed an act of fraud, dishonesty or deceit; (b) has done (or omitted to do) something that results in a set of audited accounts being
materially wrong or misleading and this leads to a material correction or subsequent adjustment; or (c) knew (or should have known) that any information used to calculate any of the participant’s remuneration was incorrect with the result
that performance-related remuneration has been overpaid, the Compensation Committee can decide that an Executive Option will wholly or partially lapse in order to compensate the Company for the overpayment. What happens if there is a variation of
capital? In the event of a variation of capital of the Company, the Compensation Committee may adjust the number or type of ordinary shares comprised in an option. What happens on a change of control? In the event of a change of control of the
Company, the number of ordinary shares that may be exercised will depend on an early assessment of the outcome of any applicable performance conditions. The number of ordinary shares in an Executive Option will also be pro-rated to reflect the
proportion of the performance period that has elapsed by that date. Alternatively, the Compensation Committee may determine that options under the 2015 Share Option Plan will be exchanged for equivalent options over shares in the acquiring company.
Can the plan be amended? The Compensation Committee may amend the provisions of the 2015 Share Option Plan or
the terms of all or any options granted under it. However, no alteration to the provisions regarding: (a) eligibility; (b) overall limits on the issue of ordinary shares under the 2015 Share Option Plan; (c) individual
participants’ limits; (d) the basis for determining a participant’s entitlement to, and the terms of, ordinary shares under the 2015 Share Option Plan; or (e) the rights of the participants in the event of a variation in capital
may be made to the advantage of participants without the prior approval of the Company’s share owners in general meeting unless the alteration is a minor amendment to benefit the administration of the 2015 Share Option Plan, comply with or take
account of the provisions of any proposed or existing legislation, take account of any changes to legislation, or obtain or maintain favourable tax, exchange control or regulatory treatments for participants or any member of the WPP Group of
companies. Tax advantaged options and particular jurisdictions The draft rules contains various appendices that adjust the provisions of the rules to enable either tax-advantaged options to be granted or to take account of local regulations. The
adjustments made by the appendices do not substantively change the rules as summarised above.
WPP NOTICE OF
AGM
Notice of Annual General Meeting
Key dates 9 June
2015 Annual General Meeting 6 July 2015 Payment of final dividend for 2014 August 2015 Half-year interim statement October 2015 Third-quarter trading statement November 2015 Payment of the interim dividend for 2015
WPP NOTICE OF AGM
WPP Advertising Media Investment Management Data Investment Management Public Relations & Public Affairs Branding & Identity Healthcare Communications Direct, Digital,
Promotion & Relationship Marketing Specialist Communications 27 Farm Street London W1J 5RJ Tel +44 (0)20 7408 2204 100 Park Avenue New York NY 10017 Tel +1 (212) 632 2200 Yebisu Garden Place Tower, 25/F 4-20-3 Ebisu Shibuya-ku Tokyo
150-6025 Tel +813 3280 9506 Room 3101, 31/F The Center 989 Changle Road Shanghai 200031 Tel +86 21 2405 0096 wpp.com
Exhibit 2
Form of
Proxy
WPP
SRN:
Resolution
1 Ordinary Resolution to receive and approve the audited accounts
2 Ordinary Resolution to declare a final dividend
3 Ordinary Resolution to approve the Implementation report of the Compensation Committee
4 Ordinary Resolution to approve the Sustainability report of the directors
5 Ordinary Resolution to elect Roberto Quarta as a director
6 Ordinary Resolution to re-elect Roger Agnelli as a director
7 Ordinary Resolution to re-elect Dr Jacques Aigrain as a director
8 Ordinary Resolution to re-elect Ruigang Li as a director
9 Ordinary Resolution to re-elect Paul Richardson as a director
10 Ordinary Resolution to re-elect Hugo Shong as a director
11 Ordinary Resolution to re-elect Timothy Shriver as a director
12 Ordi1nary Resolution to re-elect Sir Martin Sorrell as a director
13 Ordinary Resolution to re-elect Sally Susman as a director
14 Ordinary Resolution to re-elect Solomon Trujillo as a director
15 Ordinary Resolution to re-elect Sir John Hood as a director
16 Ordinary Resolution to re-elect Charlene Begley as a director
17 Ordinary Resolution to re-elect Nicole Seligman as a director
18 Ordinary Resolution to re-elect Daniela Riccardi as a director
19 Ordinary Resolution to re-appoint the auditors and authorise the directors to determine their remuneration
20 Ordinary Resolution to authorise the directors to allot relevant securities
21 Ordinary Resolution to approve the 2015 Share Option Plan
22 Special Resolution to authorise the Company to purchase its own shares
23 Special Resolution to authorise the disapplication of pre-emption rights
Before completing this form, please read the explanatory notes overleaf. l/We want the chairman of the Meeting OR the following person (called the ‘proxy’) to attend and vote on
my/our behalf at the Annual General Meeting of WPP plc to be held on 9 June 2015 and at any adjournment of the Meeting.
Please leave this box blank If you have selected the chairman. Do not insert your own name(s). Otherwise write the full name of the individual or body corporate you are appointing as your
proxy.
Please tick here if this appointment is one of multiple appointments being made.
Signature
Any one joint holder may sign
Date /2015
Control number: 913011
Pin: srn:
Ext0278 12 wppj
For the appointment of more than one proxy, please refer to Note 7. The proxy need not be a member of the Company. I/We
would like my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.
WPP plc Admittance Card
Attendance at the WPP plc Annual General Meeting on 9 June 2015 at 12 noon at 8 Northumberland Avenue, London, WC2N 5BY. If you intend to be at the Annual General Meeting. would you please
sign this admittance card and present it at the registration point on arrival in order to assist admittance procedures. This card will be exchanged for a voting card. If you appoint a proxy it is not necessary to hand this Card to your proxy. Please
see overleaf for directions to the venue.
Signature
Date /2015
Kindly note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not
transferable between different (i) account holders, (ii) class of security or (iii) uniquely designated accounts. The issuer and Computershare accept no liability for any instruction that does not comply with these conditions.
Form of
Proxy
Notes for completion of Form of Proxy
1 Please indicate by placing ‘X’ either under the column ‘For’ or the column ‘Against’ or
the column ‘Withheld’ how you wish your votes to be cast. On receipt of this form duly signed, but without any specific direction how you wish your vote to be cast, your proxy may vote or abstain, at their discretion. On any other business
(including a motion to adjourn the Meeting or to amend a resolution) the proxy will vote at their discretion.
2 The ‘Withheld’ option is provided to enable you to abstain on the resolution. However, it should be noted that
a ‘Withheld’ vote is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ or ‘Against’ the resolution.
3 In the case of joint share owners, the vote of the first named in the Register of the Company who tenders a vote whether
in person or by proxy, shall be accepted to the exclusion of the votes of the other owner(s).
4 In the case of
a share owner which is a body corporate, this form must be executed either under its common seal, or under the hand of an officer or agent duly authorised in writing in that behalf.
5 To be valid this form must be completed, signed, detached and deposited at the office of Computershare, Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, not less than 48 hours before the time appointed for the Meeting.
6 Every share owner has the right to appoint some other person(s) of their choice, who need not be a share owner, as his proxy to exercise all or any of his rights to attend, speak and
vote on their behalf at the Meeting. If you wish to appoint a person other than the chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting
entitlement, please enter in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting
entitlement (or if this proxy form has been issued in respect of a designated account for a share owner, the full voting entitlement of that designated account.)
7 To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting Computershare Registrars on 0870 707 1411 or you may photocopy this form. Please indicate in
the box next to the proxy holder’s name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions
being given. All forms must be signed and should be returned together in the same envelope.
8 To submit your
proxy instructions electronically:
(a) you may submit your proxy over the internet by accessing the
Company’s website wpp.com/investor. You will need your unique share owner reference number (SRN), ControlNumber and personal identification number (PIN) printed on this form in order to log in. You can access the Company’s website from any
internet-enabled PC with Internet Explorer 7+, Chrome, Firefox and Safari. The use by share owners of the electronic proxy appointment service will be governed by the terms and conditions of use which will appear on the website. Electronic proxies
must be completed and lodged in accordance with the instructions on the website by no later than 48 hours before the time appointed for the Meeting; or
(b) alternatively, CREST members can submit their vote through the CREST electronic proxy appointment service. Please refer to note 6 on page 4 of the accompanying Notice of Annual General
Meeting.
9 Completion and return of the Form of Proxy or appointing your proxy electronically will not prevent
you from attending and voting at the Meeting instead of your proxy, if you so wish.
The wpp plc annual general
meeting 2015 will be held at:
8 northumberland avenue London wc2n 5by
WPP (NYSE:WPP)
Historical Stock Chart
From Mar 2024 to Apr 2024
WPP (NYSE:WPP)
Historical Stock Chart
From Apr 2023 to Apr 2024
