0001654954-20-011379.txt : 20201023 0001654954-20-011379.hdr.sgml : 20201023 20201023085910 ACCESSION NUMBER: 0001654954-20-011379 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201023 FILED AS OF DATE: 20201023 DATE AS OF CHANGE: 20201023 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: 201256110 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 a0878d.htm UPDATE ON RESOLUTION 10 - 2020 AGM VOTE a0878d
 
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 October 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 plc ('Pearson')
Update on Resolution 10 - 2020 Annual General Meeting vote
 
 
In accordance with the requirements of the UK Corporate Governance Code (2018), Pearson is providing this update following a significant vote (defined as above 20%) against a resolution at our Annual General Meeting ("AGM") held on 24 April 2020.  
 
Immediately following the AGM we acknowledged 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.
 
Based on views expressed in the run-up to Pearson's 2020 AGM, we understand that a significant minority of our shareholders voted against Mr Lynton's re-election because they believe that he has too many non-Pearson commitments, including in other listed companies. The matter has since been discussed in some shareholder meetings following the AGM.
 
As noted in our 2019 Annual Report, Mr Lynton and the Chair, Sidney Taurel, agreed to review Mr Lynton's situation over the course of 2020 in relation to his other commitments. Mr Lynton agreed that he would not stand for re-election to the Pearson Board at the 2021 AGM should his circumstances remain unchanged. Mindful of Pearson's own internal guidance and shareholder sentiment in relation to the matter of directors' commitments, the situation remains under review and we will provide a further update in due course.
 
The Board is confident that Mr Lynton discharges effectively his role as a Director, notwithstanding his other board commitments. 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. 
 
The Board remains fully committed to shareholder engagement and we welcome ongoing dialogue with all of our investors on this, and indeed any other issue. 
 
 
 
 
 
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: 23 October 2020
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary