Pearson PLC 6-K, filed Apr 28, 2023
Pearson PLC (PSO)
6-K
2023-04-28
For: 2023-04-28
View Original
Added on
April 08, 2026
About this 6-K
Pearson PLC filed this 6-K on April 28, 2023.
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.
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PEARSON
plc
|
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Date: 28
April 2023
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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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