6-K 1 a1097t.htm BOARD AND COMMITTEE MEMBERSHIP CHANGES a1097t

 
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 2023
 
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 ‘anticipate’, ‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘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 outbreaks, epidemics or pandemics, such as the Covid-19 pandemic and ongoing challenges and uncertainties posed by the Covid-19 pandemic for businesses and governments around the world; 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; 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 Russian invasion of Ukraine; the risk of global economic downturn; 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; 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
Board and Committee membership changes dated 15 March 2023, prepared by WPP plc.
 
 
 
 
 
 
FOR IMMEDIATE RELEASE
15 March 2023
 
WPP PLC ("WPP" or "the Company")
 
 
Board and Committee membership changes
 
WPP today announces, pursuant to the Financial Conduct Authority's Listing Rule 9.6.11R, the following changes to its Board and Committee membership:
 
- Nicole Seligman, Senior Independent Director, will not stand for re-election to the Board at the Company's 2023 Annual General Meeting ('2023 AGM'), and will step down from the Board immediately following the conclusion of the 2023 AGM, having completed a nine-year tenure on the Board.
 
- Angela Ahrendts will succeed Nicole Seligman as Senior Independent Director with effect from the conclusion of the 2023 AGM.
 
- Cindy Rose will step down as a member of the Compensation Committee and will join the Nomination and Governance Committee with effect from the conclusion of the 2023 AGM.  
 
Roberto Quarta, Chairman of WPP, said: "I would like to thank Nicole both personally and on behalf of the Board for her outstanding commitment and exceptional contribution to the Board and its committees. The last nine years have seen profound changes within WPP and the wider industry, and her wise counsel throughout that time has been invaluable. It has been a pleasure working with Nicole, who leaves with our very best wishes for the future.
 
"I am delighted that Angela has agreed to succeed Nicole as Senior Independent Director. Angela is an experienced director with a strong understanding of WPP having been a Board member since July 2020. She is also a member of the Nomination and Governance Committee and Sustainability Committee.
 
"Angela's deep knowledge and insight - especially in relation to the needs of a global business - will be important as she leads the process for the appointment of my successor.  
 
"We look forward to working with her in this new capacity as the Board supports the continued growth and success of WPP."
 
 
 
Balbir Kelly-Bisla
Company Secretary
 
Further information 
Chris Wade, WPP +44 (0)20 7282 4600 
 
 
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: 15 March 2023.
By:  ______________________
 
    Balbir Kelly-Bisla
 
    Company Secretary