0001654954-23-005381.txt : 20230428 0001654954-23-005381.hdr.sgml : 20230428 20230428123344 ACCESSION NUMBER: 0001654954-23-005381 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230428 FILED AS OF DATE: 20230428 DATE AS OF CHANGE: 20230428 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: 23862871 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 a9176x.htm RESULT OF AGM a9176x
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 2023
 
 
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
 
 
28 April 2023
 
Pearson plc
("Pearson" or the "Company")
 
Results of Annual General Meeting 2023
 
Pearson plc held its annual general meeting ("AGM") at 9:30am today. All resolutions set out in the Company's Notice of Annual General Meeting dated 24 March 2023 were proposed and approved on a poll.
 
The table below shows the results of the poll for each resolution. As at 6.30pm on 26 April 2023, the Company's issued share capital was 716,142,817 ordinary shares of 25p each. The Company does not hold any ordinary shares in Treasury. Therefore, the total voting rights in the Company were 716,142,817. The proportion of the Company's issued share capital represented by those votes cast is approximately 78.10%.
 
 
 
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 2022 report and accounts
558,658,578
99.97
170,327
0.03
558,828,905
78.03%
545,503
2
To declare a final dividend
551,506,693
98.60
7,833,851
1.40
559,340,544
78.10%
33,864
3
To re-elect Andy Bird
559,214,371
99.99
80,364
0.01
559,294,735
78.10%
79,674
4
To re-elect Sherry Coutu
521,277,471
93.20
38,010,174
6.80
559,287,645
78.10%
86,763
5
To re-elect Sally Johnson
558,262,638
99.81
1,037,652
0.19
559,300,290
78.10%
74,119
6
To re-elect Omid Kordestani
559,034,960
99.95
263,187
0.05
559,298,147
78.10%
76,262
7
To re-elect Esther Lee
558,313,158
99.83
977,983
0.17
559,291,141
78.10%
83,268
8
To re-elect Graeme Pitkethly
558,809,564
99.91
486,529
0.09
559,296,093
78.10%
78,316
9
To re-elect Tim Score
546,300,983
97.68
12,990,035
2.32
559,291,018
78.10%
83,391
10
To re-elect Annette Thomas
556,285,637
99.46
3,006,039
0.54
559,291,676
78.10%
82,733
11
To re-elect Lincoln Wallen
559,237,162
99.99
57,961
0.01
559,295,123
78.10%
79,286
12
To approve the Directors' remuneration policy
299,899,081
53.63
259,251,476
46.37
559,150,557
78.08%
223,851
13
To approve the annual remuneration report
484,017,430
86.85
73,300,461
13.15
557,317,891
77.82%
2,056,516
14
To re-appoint the auditors
555,964,285
99.40
3,355,716
0.60
559,320,001
78.10%
54,408
15
To determine the remuneration of the auditors
559,280,981
99.99
31,236
0.01
559,312,217
78.10%
62,192
16
To authorise the company to allot ordinary shares
525,496,890
93.97
33,734,574
6.03
559,231,464
78.09%
142,943
17
To waive the pre-emption rights
547,222,722
98.02
11,051,125
1.98
558,273,847
77.96%
1,103,561
18
To waive the pre-emption rights - additional percentage
543,570,449
97.37
14,691,363
2.63
558,261,812
77.95%
1,115,596
19
To authorise the company to purchase its own shares
555,524,891
99.33
3,730,414
0.67
559,255,305
78.09%
119,103
20
To approve the holding of general meetings on 14 clear days' notice
535,829,447
95.94
22,671,762
4.06
558,501,209
77.99%
873,199
 
 
* Votes withheld are not legal votes.
 
In accordance with the Listing Rules, copies of the resolutions that do not constitute ordinary business at an annual general meeting will shortly be available for inspection at the National Storage Mechanism which is located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
 
The Board appreciates the support shown by the majority of shareholders for the resolutions at today's AGM, although it notes that a significant minority of shareholders voted against Pearson's remuneration policy.
 
The Board is committed to ensuring Pearson has an executive remuneration structure that allows us to be competitive in the global talent market and ensures strong alignment between pay and performance.
 
Over the last year, in advance of finalising the Directors' Remuneration Policy, Pearson undertook an extensive shareholder consultation exercise and directly engaged with or received feedback from shareholders accounting for more than half of Pearson's ownership and key shareholder representative bodies. We remain committed to a constructive and positive relationship with our shareholders and as such, will continue to engage actively with our shareholders to understand their views and, where applicable, their reasons for the minority vote against resolution 12. We highly value the inputs and views of all shareholders and their advisors, and will carefully consider all feedback. We will publish an update on that engagement and on any action taken as a result of this within six months of the AGM, in accordance with the UK Corporate Governance Code.
 
---ENDS---
 
 
 
 
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: 28 April 2023
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary