Pearson PLC 6-K, filed May 5, 2022
Pearson PLC (PSO)
6-K
2022-05-05
For: 2022-05-05
View Original
Added on
April 08, 2026
About this 6-K
Pearson PLC filed this 6-K on May 5, 2022.
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
2022
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
2022 Long-Term Incentive Plan (LTIP) Awards
On 3 May 2022, the Company made a grant of performance-related
restricted shares under the 2022 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 2022.
The award will vest on 1 May 2025 subject to the following
performance conditions and targets for Executive
Directors:
|
1/3 Earnings Per Share (EPS)
|
|
1/3 Net Return On Invested Capital (ROIC)
|
|
1/3 relative Total Shareholder Return (TSR)
|
|||
|
Vesting schedule
(% max)
|
Adjusted EPS for FY24
|
|
Vesting schedule
(% max)
|
Adjusted net ROIC for FY24
|
|
Vesting schedule
(% max)
|
Ranked position vs FTSE 100
|
|
15%
|
48.0p
|
|
15%
|
6.0%
|
|
25%
|
Median
|
|
65%
|
55.0p
|
|
65%
|
7.0%
|
|
-
|
-
|
|
100%
|
64.0p
|
|
100%
|
8.0%
|
|
100%
|
Upper quartile
|
Note: straight line
vesting between points shown, with no vesting for performance below
threshold
Any shares which vest on 1 May 2025 will be subject to an
additional two-year holding period to 1 May 2027.
The award is consistent with the remuneration policy approved by
shareholders and was made on the following basis:
|
Name
|
Title
|
Restricted shares awarded
|
% of Salary
|
Share price used to calculate award (GBP)
|
|
Andy Bird
|
Chief Executive
|
356,065
|
300%
|
779.44p
|
|
Sally Johnson
|
Chief Financial Officer
|
168,415
|
245%
|
779.44p
|
The value of the award was determined using the five-trading day
average mid-market closing share price preceding 3 May 2022, which
is the share price used to determine award values for LTIP awards
to the wider employee population.
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
|
Andy Bird
|
|
|
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
|
356,065
|
||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated price: N/A
Aggregated volume: see 4 (c) above
|
|
|
e)
|
Date of the transaction
|
3 May 2022
|
|
|
f)
|
Place of the transaction
|
n/a
|
|
|
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
|
168,415
|
||
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
Aggregated price: N/A
Aggregated volume: see 4 (c) above
|
|
|
e)
|
Date of the transaction
|
3 May 2022
|
|
|
f)
|
Place of the transaction
|
n/a
|
|
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: 05 May
2022
|
|
|
|
By: /s/
NATALIE WHITE
|
|
|
|
|
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------------------------------------
|
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|
Natalie
White
|
|
|
Deputy
Company Secretary
|