0001654954-20-004380.txt : 20200424 0001654954-20-004380.hdr.sgml : 20200424 20200424094515 ACCESSION NUMBER: 0001654954-20-004380 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200424 FILED AS OF DATE: 20200424 DATE AS OF CHANGE: 20200424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEARSON PLC CENTRAL INDEX KEY: 0000938323 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16055 FILM NUMBER: 20812875 BUSINESS ADDRESS: STREET 1: 80 STRAND CITY: LONDON ENGLAND STATE: X0 ZIP: WC2R 0RL BUSINESS PHONE: 442070102000 MAIL ADDRESS: STREET 1: 80 STRAND CITY: LONDON ENGLAND STATE: X0 ZIP: WC2R 0RL 6-K 1 a8463k.htm RESULT OF AGM a8463k
 
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 April 2020
 
 
PEARSON plc
(Exact name of registrant as specified in its charter)

 
N/A

 
(Translation of registrant's name into English)

 
80 Strand

London, England WC2R 0RL

44-20-7010-2000
(Address of principal executive office)

 
 
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 whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934

 
 
 
Yes                                              No X
 
 
 
24 April 2020
Pearson plc
(the "Company")
 
Results of Annual General Meeting 2020
 
Pearson plc held its annual general meeting at 12 noon today.  All resolutions set out in the Company's Notice of Annual General Meeting dated 23 March 2020 were proposed and approved on a poll.
​​
The table below shows the results of the poll for each resolution.  The Company's issued share capital on 24 April 2020 was 752,404,738 ordinary shares of 25p each. The proportion of the Company's issued share capital represented by those votes cast is approximately 82%.
 
 
Resolution
For and Discretionary
% votes cast For and Discretionary
Against
% votes cast Against
Total votes cast (excluding votes withheld)
% of issued capital voted
Withheld/Abstentions*
1
To receive the 2019 report and accounts
613,062,562
99.98
119,794
0.02
613,182,356
81.50%
3,604,279
2
To declare a final dividend
614,744,759
99.68
1,986,384
0.32
616,731,143
81.97%
55,493
3
To elect Sherry Coutu
616,402,652
99.95
294,726
0.05
616,697,378
81.96%
89,258
4
To elect Sally Johnson
616,017,342
99.89
697,357
0.11
616,714,699
81.97%
71,937
5
To elect Graeme Pitkethly
616,389,949
99.95
301,467
0.05
616,691,416
81.96%
95,220
6
To re-elect Elizabeth Corley
611,247,018
99.12
5,444,216
0.88
616,691,234
81.96%
95,401
7
To re-elect Vivienne Cox
614,532,039
99.65
2,165,903
0.35
616,697,942
81.96%
88,694
8
To re-elect John Fallon
615,926,446
99.87
773,231
0.13
616,699,677
81.96%
86,959
9
To re-elect Linda Lorimer
613,073,943
99.93
402,606
0.07
613,476,549
81.54%
3,310,087
10
To re-elect Michael Lynton
414,322,932
67.50
199,461,601
32.50
613,784,533
81.58%
3,002,102
11
To re-elect Tim Score
604,622,768
98.04
12,064,814
1.96
616,687,582
81.96%
99,054
12
To re-elect Sidney Taurel
614,284,795
99.61
2,417,903
0.39
616,702,698
81.96%
83,938
13
To re-elect Lincoln Wallen
616,313,694
99.94
384,052
0.06
616,697,746
81.96%
88,890
14
To approve the remuneration policy
586,460,258
95.12
30,106,736
4.88
616,566,994
81.95%
219,641
15
To approve the annual remuneration report
609,604,858
99.37
3,871,076
0.63
613,475,934
81.54%
3,310,701
16
To approve the Long-Term Incentive Plan
611,144,655
99.11
5,491,480
0.89
616,636,135
81.96%
150,501
17
To re-appoint the auditors
601,037,887
97.48
15,567,753
2.52
616,605,640
81.95%
180,995
18
To determine the remuneration of the auditors
616,376,500
99.96
222,831
0.04
616,599,331
81.95%
187,305
19
To authorise the company to allot ordinary shares
515,694,895
83.84
99,413,010
16.16
615,107,905
81.75%
1,678,731
20
To waive the pre-emption rights
532,709,014
86.37
84,037,647
13.63
616,746,661
81.97%
39,975
21
To waive the pre-emption rights - additional percentage
526,719,205
85.40
90,028,071
14.60
616,747,276
81.97%
39,359
22
To authorise the company to purchase its own shares
612,033,207
99.23
4,732,710
0.77
616,765,917
81.97%
20,718
23
To approve the holding of general meetings on 14 clear days' notice
594,997,877
96.48
21,720,625
3.52
616,718,502
81.97%
68,134
 
 
* Votes withheld are not legal votes.
 
We acknowledge the result of the vote on the re-election of Michael Lynton (Resolution 10), which saw 67.5% of votes validly cast by shareholders in favour of Mr Lynton's re-election.
 
As noted in our 2019 Annual Report, Mr Lynton informed the Chair, Sidney Taurel, early in 2020 that two of the companies in which he holds non-executive positions intended to list during the course of the year. Mindful of Pearson's own internal guidance, and shareholder sentiment in relation to directors' commitments, Mr Lynton and the Chair have agreed to review his situation over the course of 2020. Mr Lynton has agreed that he will not stand for re-election to the Pearson Board at the 2021 AGM should his circumstances remain unchanged. It should be noted that Mr Lynton has demonstrated a full attendance record at the Pearson Board, and at the Committees on which he serves, since his appointment in 2018.
 
We would be happy to engage further with shareholders in respect of this matter during the course of the year.
 
 
 
 
 
 
 
 
SIGNATURE
 
 
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.

 
 
 
PEARSON plc
 
 
Date: 24 April 2020
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary