a8941w
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 August
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
Pearson Appoints Andy Bird, CBE as Chief Executive
LONDON - 24 August
2020: Pearson plc today
announces the prospective appointment of Andy Bird as its new Chief
Executive, starting on 19th October,
2020. It is intended that John Fallon will continue as Chief
Executive until that date, when he will step down from the Board
and remain as an advisor until the end of the year. Andy is
currently a Non-Executive Director at Pearson plc and was appointed
to the Board on 1st May,
2020.
Andy
has had a distinguished career spanning 35 years in the media
industry. Most recently he worked for The Walt Disney Company, as
Chairman of Walt Disney International, responsible for the
company's businesses outside of the US. After joining in 2004, he
led a major expansion of Walt Disney International, transforming
the organisation into a digital-first business focused on the
diverse needs of consumers around the world.
Andy
was at the forefront of digital change at Disney, transforming its
route-to-market, product portfolio, and consumer insight available
to the business. He was at the root of Disney's development of its
direct-to-consumer strategy, marketing the company's content as a
service directly to the end user, which has become a key growth
driver for the company.
Sidney Taurel, Chair of
Pearson, said: "We are
delighted to have secured someone of Andy's calibre, after an
extensive search and selection process. Andy brings a wealth of
international consumer experience, as well as significant expertise
in building brands, transformational change and driving digital
innovation. He is an inspirational and dynamic leader with an
excellent track record of growth.
"Because
of his experience and skills, he is extremely well placed to
continue the transformation of Pearson, leading it to a new era of
growth and enhancing value for all our shareholders. The Board and
I congratulate Andy on his appointment and look forward to working
with him.
"I
would like to thank John for his outstanding contribution spanning
over two decades with Pearson. During his tenure as Chief
Executive, John has significantly simplified, modernised and
re-shaped Pearson, building a digital education company that is
focused on experience, outcomes and affordability. This is
underpinned by a stronger balance sheet which leaves us well placed
to capture the long-term growth opportunities in a rapidly changing
and increasingly digital education market. I would like to thank
him personally, and on behalf of the Board, for his commitment to
Pearson and we wish him the very best for the future."
Andy
Bird said: "I am
delighted to have the opportunity to be joining Pearson as the next
Chief Executive at an exciting time for the company. Since joining
the Board earlier this year I have quickly come to see the enormous
potential across the company's businesses, the strength and
dedication of the people who work here, and the great opportunities
that exist for Pearson to become a digital first learning
company.
"I
believe we have exciting prospects ahead and I look forward to
playing my part in shaping the future of the company, with the
leadership team, to unlock our full potential and achieve
sustainable growth for all our stakeholders."
Prior
to The Walt Disney Company, Andy held a number of senior positions
at AOL Time Warner, and spent the earlier part of his career in a
variety of roles at Piccadilly Radio and Virgin Broadcasting
Company, among others.
In
order to secure the appointment of a high-quality
candidate, the Board has, having consulted with a small
number of Pearson's largest shareholders, approved a
remuneration package which it is satisfied will promote the
long-term success of Pearson and support the creation of long-term
shareholder value.
The
package includes a co-investment award, recognising a significant
personal investment in Pearson shares that Andy has committed to
make, along with salary, bonus, allowance in lieu of pension and
long-term incentive awards. Further details can be found at the end
of this announcement.
The co-investment award is outside Pearson's remuneration policy approved
by shareholders at its Annual General Meeting in
2020 and requires separate
approval by shareholders. A specially convened general meeting will
take place to obtain such approval, details of which will be
announced in due course. The
appointment of Andy as Chief Executive is conditional upon that
approval.
There
is no further information to be declared in accordance with LR
9.6.13.
This
announcement contains inside information for the purposes of
Article 7 of EU Regulation 596/2014.
- ENDS -
Remuneration package
The
principal elements of Andy's remuneration are as
follows:
● An annual base salary of $1.25 million, fixed
until at least 2023;
● An annual cash allowance of 16% of base salary in
lieu of pension;
● Participation in Pearson's Annual Incentive Plan
from 1 January 2021, with a maximum annual opportunity of 200% of
base salary and a target bonus equal to 50% of the maximum
opportunity;
● From 2021, participation in the Pearson Long Term
Incentive Plan with an annual face value of 300% of base
salary;
● A one-off co-investment opportunity under which
Andy will purchase by 31 December 2020 Pearson shares at an
aggregate cost to him equal to 300% of base salary (being $3.75
million), in consideration for which Andy would be granted a
co-investment award of 1,208,861 Pearson shares (such shares having
an aggregate value equal to 750% of base salary based on the five
trading day average share price prior to this announcement). The
co-investment award will vest in three equal tranches as soon as
practicable following 31 December 2021, 31 December 2022 and 31
December 2023 respectively and will be subject to performance
underpins and continued employment as at each vesting date. Shares
that vest (as well as those shares purchased by Andy) will be
subject to a holding period until 31 December
2023;
● A contribution towards the rental costs of an
apartment in New York to be used for business
purposes.
Andy
will continue to be subject to the ongoing shareholding policy that
requires him to hold Pearson shares with a market value of 300% of
salary.
The
remuneration arrangements in relation to John Fallon's departure
from Pearson will be disclosed on Pearson's website at the
appropriate time.
Contacts
Investor Relations
|
Jo
Russell
Anjali
Kotak
Teddy
Symington
|
+44
(0) 7785 451 266
+44
(0) 7940 490 442
+44
(0) 7443 354 088
|
UK Media
US Media
|
Tom
Steiner
Gemma
Terry
Scott
Overland
|
+44
(0) 7787 415 891
+44
(0) 7841 363 216
+1 202
527 2975
|
Brunswick
|
Charles
Pretzlik, Nick Cosgrove, Simone Selzer
|
+44
(0) 207 404 5959
|
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.
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PEARSON
plc
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Date: 24
August 2020
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By: /s/
NATALIE WHITE
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------------------------------------
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Natalie
White
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Deputy
Company Secretary
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