0001654954-24-005519.txt : 20240503 0001654954-24-005519.hdr.sgml : 20240503 20240503104921 ACCESSION NUMBER: 0001654954-24-005519 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240503 FILED AS OF DATE: 20240503 DATE AS OF CHANGE: 20240503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEARSON PLC CENTRAL INDEX KEY: 0000938323 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] ORGANIZATION NAME: 04 Manufacturing 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: 24911420 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 a2460n.htm DIRECTOR/PDMR SHAREHOLDING a2460n

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 May 2024
 
 
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 - (the "Company")
 
Notification of Directors' Interests
 
 
2024 Long-Term Incentive Plan (LTIP) Awards
 
On 1 May 2024, the Company made a grant of performance-related restricted shares under the 2024 LTIP, including to the Chief Executive and Chief Financial Officer, under the 2020 LTIP rules. This represents the company's annual grant of long-term incentives for 2024. The award will vest on 1 May 2027 subject to the performance conditions and targets as set out in the 2023 annual report. Any shares which vest on 1 May 2027 will be subject to an additional two-year holding period to 1 May 2029. The award also attracts dividend equivalent awards. 
 
The award is consistent with the remuneration policy approved by shareholders at the 2023 Annual General Meeting and was made on the following basis:
 
Name
 
Title
Restricted shares awarded
% of Salary
Share price used to calculate award
Omar Abbosh
 
Chief Executive
455,614
450%
£9.8768
Sally Johnson
 
Chief Financial Officer
174,348
300%
£9.8768
 
The number of shares awarded to Omar Abbosh and Sally Johnson was determined using the average mid-market closing share price of the Company's ordinary shares as traded on the London Stock Exchange for the five trading days up to and including 30 April 2024, which is the share price used to determine award values for LTIP awards to the wider employee population (excluding those based in the US).
 
The Committee reserves the right to adjust payouts up or down before they are released if it believes that the vesting outcome does not reflect underlying financial or non-financial performance or if such other exceptional factors warrant doing so. In making such adjustments, the Committee is guided by the principle of aligning shareholder and management interests.
 
The notification below is made in accordance with the requirements of the UK Market Abuse Regulation.
 
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
 
1
Details of the person discharging managerial responsibilities/person closely associated
 
a)
Name
 
Omar Abbosh
2
Reason for the notification
 
a)
Position/status
 
Chief Executive
b)
Initial notification /Amendment
 
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 
a)
Name
 
Pearson plc
b)
LEI
 
2138004JBXWWJKIURC57
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
 
a)
Description of the financial instrument, type of instrument
 
Identification code
Ordinary shares of 25 pence each in Pearson plc
 
 ISIN: GB0006776081
 
b)
Nature of the transaction
 
Award of performance-related restricted shares under the Long-Term Incentive Plan
c)
Price(s) and volume(s)
Price(s)
 
Volume(s)
n/a
 
455,614
d)
Aggregated information
 
- Aggregated volume
 
- Price
 
Aggregated price: N/A
 
Aggregated volume: see 4 (c) above
e)
Date of the transaction
1 May 2024
 
f)
Place of the transaction
 
Outside a trading venue
 
 
1
Details of the person discharging managerial responsibilities/person closely associated
 
a)
Name
 
Sally Johnson
2
Reason for the notification
 
a)
Position/status
 
Chief Financial Officer
b)
Initial notification /Amendment
 
Initial notification
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 
a)
Name
 
Pearson plc
b)
LEI
 
2138004JBXWWJKIURC57
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
 
a)
Description of the financial instrument, type of instrument
 
Identification code
Ordinary shares of 25 pence each in Pearson plc
 
ISIN: GB0006776081
 
b)
Nature of the transaction
 
Award of performance-related restricted shares under the Long-Term Incentive Plan
c)
Price(s) and volume(s)
Price(s)
 
Volume(s)
n/a
 
174,348
d)
Aggregated information
 
- Aggregated volume
 
- Price
Aggregated price: N/A
 
Aggregated volume: see 4 (c) above
e)
Date of the transaction
 
1 May 2024
f)
Place of the transaction
 
Outside a trading venue
 
 
 
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: 03 May 2024
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary