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 2020
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
24 April 2020
Pearson plc
(the "Company")
Results of Annual General Meeting 2020
Pearson plc held its annual general meeting at 12 noon today. All resolutions set out in the Company's Notice of Annual General Meeting dated 23 March 2020 were proposed and approved on a poll.
The table below shows the results of the poll for each resolution. The Company's issued share capital on 24 April 2020 was 752,404,738 ordinary shares of 25p each. The proportion of the Company's issued share capital represented by those votes cast is approximately 82%.
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 2019 report and accounts | 613,062,562 | 99.98 | 119,794 | 0.02 | 613,182,356 | 81.50% | 3,604,279 |
2 | To declare a final dividend | 614,744,759 | 99.68 | 1,986,384 | 0.32 | 616,731,143 | 81.97% | 55,493 |
3 | To elect Sherry Coutu | 616,402,652 | 99.95 | 294,726 | 0.05 | 616,697,378 | 81.96% | 89,258 |
4 | To elect Sally Johnson | 616,017,342 | 99.89 | 697,357 | 0.11 | 616,714,699 | 81.97% | 71,937 |
5 | To elect Graeme Pitkethly | 616,389,949 | 99.95 | 301,467 | 0.05 | 616,691,416 | 81.96% | 95,220 |
6 | To re-elect Elizabeth Corley | 611,247,018 | 99.12 | 5,444,216 | 0.88 | 616,691,234 | 81.96% | 95,401 |
7 | To re-elect Vivienne Cox | 614,532,039 | 99.65 | 2,165,903 | 0.35 | 616,697,942 | 81.96% | 88,694 |
8 | To re-elect John Fallon | 615,926,446 | 99.87 | 773,231 | 0.13 | 616,699,677 | 81.96% | 86,959 |
9 | To re-elect Linda Lorimer | 613,073,943 | 99.93 | 402,606 | 0.07 | 613,476,549 | 81.54% | 3,310,087 |
10 | To re-elect Michael Lynton | 414,322,932 | 67.50 | 199,461,601 | 32.50 | 613,784,533 | 81.58% | 3,002,102 |
11 | To re-elect Tim Score | 604,622,768 | 98.04 | 12,064,814 | 1.96 | 616,687,582 | 81.96% | 99,054 |
12 | To re-elect Sidney Taurel | 614,284,795 | 99.61 | 2,417,903 | 0.39 | 616,702,698 | 81.96% | 83,938 |
13 | To re-elect Lincoln Wallen | 616,313,694 | 99.94 | 384,052 | 0.06 | 616,697,746 | 81.96% | 88,890 |
14 | To approve the remuneration policy | 586,460,258 | 95.12 | 30,106,736 | 4.88 | 616,566,994 | 81.95% | 219,641 |
15 | To approve the annual remuneration report | 609,604,858 | 99.37 | 3,871,076 | 0.63 | 613,475,934 | 81.54% | 3,310,701 |
16 | To approve the Long-Term Incentive Plan | 611,144,655 | 99.11 | 5,491,480 | 0.89 | 616,636,135 | 81.96% | 150,501 |
17 | To re-appoint the auditors | 601,037,887 | 97.48 | 15,567,753 | 2.52 | 616,605,640 | 81.95% | 180,995 |
18 | To determine the remuneration of the auditors | 616,376,500 | 99.96 | 222,831 | 0.04 | 616,599,331 | 81.95% | 187,305 |
19 | To authorise the company to allot ordinary shares | 515,694,895 | 83.84 | 99,413,010 | 16.16 | 615,107,905 | 81.75% | 1,678,731 |
20 | To waive the pre-emption rights | 532,709,014 | 86.37 | 84,037,647 | 13.63 | 616,746,661 | 81.97% | 39,975 |
21 | To waive the pre-emption rights - additional percentage | 526,719,205 | 85.40 | 90,028,071 | 14.60 | 616,747,276 | 81.97% | 39,359 |
22 | To authorise the company to purchase its own shares | 612,033,207 | 99.23 | 4,732,710 | 0.77 | 616,765,917 | 81.97% | 20,718 |
23 | To approve the holding of general meetings on 14 clear days' notice | 594,997,877 | 96.48 | 21,720,625 | 3.52 | 616,718,502 | 81.97% | 68,134 |
* Votes withheld are not legal votes.
We acknowledge the result of the vote on the re-election of Michael Lynton (Resolution 10), which saw 67.5% of votes validly cast by shareholders in favour of Mr Lynton's re-election.
As noted in our 2019 Annual Report, Mr Lynton informed the Chair, Sidney Taurel, early in 2020 that two of the companies in which he holds non-executive positions intended to list during the course of the year. Mindful of Pearson's own internal guidance, and shareholder sentiment in relation to directors' commitments, Mr Lynton and the Chair have agreed to review his situation over the course of 2020. Mr Lynton has agreed that he will not stand for re-election to the Pearson Board at the 2021 AGM should his circumstances remain unchanged. It should be noted that Mr Lynton has demonstrated a full attendance record at the Pearson Board, and at the Committees on which he serves, since his appointment in 2018.
We would be happy to engage further with shareholders in respect of this matter during the course of the year.
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: 24 April 2020 | |
By: /s/ NATALIE WHITE | |
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Natalie White | |
Deputy Company Secretary |