Closed Live blog: WPP’s annual meeting showdown

WPP BLOG

A live blog from FT.com

Hello and welcome to our coverage of the WPP AGM in what promises to be a stormy meeting following the revelantions from FT investigation into the circumstances of the departure of former chief executive Sir Martin Sorrell.

We have Matthew Garrahan, the FT’s Global Media Editor and Madison Marriage, the FT’s Accountancy and Tax Correspondent at the AGM and I have Attracta Mooney, the FT’s Investment Correspondent with me here in the newsroom to provide expert analysis.

Roberto Quarta, executive chairman, is making his opening remarks, he says : “The board has acted with unequivocal legal advice” and adds:

Matt Garrahan tells us that Quarta says he wants to address some of the “misconceptions” around Sir Martin’s departure. He says that although WPP has confirmed that the matter is financially immaterial to WPP, he understands why some would like to provide more details on what happened. But says data protection law prevents him for from doing so.

He says there is “nothing further” WPP can legally disclose.

Quarta also stresses in his opening remarks that: “The relationship with clients are not held by a chairman or CEO but at the level of an operating company. “

More from Quarta who mentions the FT investigation. Says he can’t comment on the report. But he wants to make clear that everyone at WPP is entitled to be treated fairly.

Here is a link to the investigation piece “Martin Sorrell’s downfall: why the ad king left WPP”

Matt Garrahan has just sent us this pic from inside the AGM:

Lots of silhouettes on the stage . . . .

For shareholders, the big issues are around how the board handled Sir Martin’s departure and pay, writes Attracta Mooney, the FT’s investment correspondent. Some investors plan to use today’s meeting to signal their upset with the board today. Calstrs, the US’s second-largest public pension fund, said it plans to vote against the chairman today. Royal London Asset Management, meanwhile, has indicated that it will abstain on Mr Quarta’s re-election.

Several shareholders have said they plan to vote against pay at the company. The big issue around pay for many shareholders is that Sir Martin is being treated as a so-called good leaver. He has left WPP with share awards of up to £20m. But Hermes EOS, a shareholder adviser, said this week: “Given the lack of confirmed information about the reasons for the former CEO’s departure, we do not believe we can assess whether his termination package is appropriate.”

Proxy advisers, which advise shareholders how to vote at annual meetings, have been split on how investors should react today. Glass Lewis, the world’s second-largest proxy adviser, advised shareholders to rebel over the re-election of Roberto Quarta over his handling of succession at the company. But rival adviser ISS called for shareholders to vote in favour of all of the board’s resolutions.

We’ve had a big protest over pay, according to the initial vote numbers, writes Matthew Garrahan. Almost 30 per cent of shareholders voted against the compensation report. including abstentions. (this post has been corrected to clarify the percentage of votes against)

There is also a smaller rebellion over Quarta’s re-election with just under 17 per cent of shareholders voting against his re-election. (this post has been corrected to clarify the percentage of votes against)

It’s clearly a bit dark in the AGM for photos so here’s a filer of the chairman

Attracta Mooney reports Mark Read, co-chief operating officer, noted: “It has been an eventful eight weeks. But throughout our people have continued working hard for clients”

There was a quick fancy sizzle reel on stage with clips from various campaigns for M&S, Adidas, Eurostar before the board moved to take questions from shareholders

Here’s a few excerpts from the first remarks (as opposed to a question) from the Hermes EOS rep: “The board started to become more effective” when the board appointed Roberto Quarta “and succession planning moved up the agenda”

“We do not believe we can accept whether [Sorrell's] compensation package is appropriate”

Hermes also asked what key criteria the new chief executive would need, writes Attracta Mooney. Quarta says the next CEO needs strong leadership skills and global management experience. He or she needs to be tech-savvy and a knowledge of the industry “would be quite helpful”. Earlier he said the search process for a new CEO is advanced and “rapidly” moving ahead.

A private shareholder says WPP is a great brand with lots of talented people worldwide, but asks why it has got rid of its strategy of horizontality. The answer WPP’s Mark Read, the co-COO is: “We are ditching the word horizontality because it wasn’t well understood by our people.” We’re also unsure what horizontality is here too . . .

Phil Clark, a shareholder, calls on WPP to pull the plug on Sir Martin’s LTIP arrangements (ie his exit package) given that he has immediately set up in competition with WPP. “Doesn’t that constitute gross misconduct?”

Roberto Quarta, executive chairman, responds by noting that Sir Martin Sorrell had said he had no intention of competing with WPP characterising the former chief executive’s new venture is as “a peanut”, reports Matt Garrahan.

Paul Walker, a private shareholder, is now speaking glowingly about Sorrell and his legacy. He says he is unhappy that Quarta did not commence his speech at the start of the meeting with tribute to Sir Martin. He says he’d be happy for Sir Martin to get his LTIP and gets a small round of applause.

Matt Garrahan adds that another shareholder, quite animatedly, remarks that “Martin was so key to this! In his place what is the strategy going forward?”
Mark Read, co-COO in response: “The business can succeed without Martin.”
He says the company will become more client-centric and will continue investments in data and technology and “simplify the way we work.”

Here’s the fuller quote from Mark Read, co-COO, in response to the animated shareholder’s interjection, courtesy of Attracta Mooney: “Clearly Martin was very important and built an amazing business over 32 years, but I think the business can succeed without him.”

Here are some thoughts from Liberum, the broker, about the trading update WPP gave earlier at today’s AGM noting that it “gives confidence”. It says: “WPP reported a positive four months performance in its AGM trading update statement. Four month like-for-like revenues less pass through costs (the go to number) were up marginally for the four months vs -0.1 per cent for Q1, suggesting April at up to +1 per cent.”

“The fact that the four months is now positive plus signs that media investment, which is the key to WPP’s profitability, is still showing good growth will be seen as reassuring and give more confidence in WPP’s guidance of flat like for like revenues ex-pass through costs and flat margins.”

You can find the update here

or if you’ve got good eyesight here:

Another shareholder stands up to ask if the board will reassess Martin Sorrell’s status as a “good leaver” in light of recent revelations about possible misuse of company funds.

Quarta says he can’t comment

Another private shareholder, John Marshal, asks if the board will take steps to avoid the “obscene” remuneration of previous years.

In reply Roberto Quarta says: “Last year we approved a new remuneration policy which was approved by a significant majority of shareholder. We would ensure the new CEO would be rewarded according to that policy. There will not be a deviation of that policy.”

Mark Read adds the maximum for the new chief executive, assuming all criteria are met, would be eight times base remuneration.

Here’s a screen grab of the AGM voting results that have been handed out on a piece of A4 courtesy of the FT’s Madison Marriage

Correction:

In an earlier post on the shareholder votes on the remuneration policy of WPP and the re-election of Mr Quarta, incorrect figures were reported.

Almost 30 per cent of shareholders voting at the annual meeting on Wednesday failed to back the remuneration package, by abstaining or voting against it.

Chairman Roberto Quarta faced a milder shareholder revolt, with 17 per cent of shareholders not giving him their backing at the AGM.

After the Q&A session, the board has moved to a vote on all the resolutions for those shareholders at the meeting who had not registered their votes in advance. And that is the AGM wrapped up in little more than an hour . . .

WPP’s shares are up 1.2 per cent as of now at 1261.5 pence. Here’s a recent share price chart to put that in context

Attracta Mooney, the FT’s s Investment Correspondent, has some thoughts as the meeting ends and shareholders head off for refreshments courtesy of WPP:

As usual at annual meetings, nearly all of the questions today came from smaller shareholders. Bigger shareholders have been having these conversations with the board behind closed doors for weeks.

We had several questions about Sir Martin’s LTIP – a type of bonus. Towards the end of the Q&A, one investor said: “I am a small shareholder but we are losing a lot of money since Sir Martin Sorrell left in a hurry. We don’t know why he left in a hurry.”

Said shareholders should get the millions Sorrell is due to take with him.

Quarta replied: “The LTIP award is part of his contract and we are therefore following the terms and conditions of his contract…but I hear what you’re saying.”

So that is pretty much it from the WPP AGM at the South Bank Centre in London, which according to the FT’s Madison Marriage was packed to the rafters. The board faced some tough questioning over the departure of Sir Martin Sorrell, the man who created the company. Not surprisingly, Roberto Quarta, declined to answer any of those questions citing legal reasons.

Based on the proxy votes casts before the AGM started (which usually represent the vast majority of shareholders) the board suffered a big setback on the remuneration report with almost 30 per cent voting against, including abstentions.

Quarta himself received 17 per cent of votes against his re-election as chairman, again including abstentions.

That’s it from WPP’s annual general meeting. For the latest news please visit FT.com

If you haven’t read the FT investigation into the circumstances behind Sir Martin Sorrell’s departure, you can find it here.

Thanks for joining us