Result of AGM

Pearson PLC
28 April 2023
 

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---

 

 

 

 

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Pearson (PSON)
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