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6-K 1 a2568m.htm RESULT OF AGM a2568m

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 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
 
 
 
 
26 April 2024
 
Pearson plc
("Pearson" or the "Company")
 
Results of Annual General Meeting 2024
 
Pearson plc held its annual general meeting ("AGM") at 10:30am today. All resolutions set out in the Company's Notice of Annual General Meeting dated 22 March 2024 were proposed and approved on a poll.
 
The table below shows the results of the poll for each resolution. As at 6.30pm on 24 April 2024, the Company's issued share capital was 677,149,080 ordinary shares of 25p each. The Company does not hold any ordinary shares in Treasury. Therefore, the total voting rights in the Company were 677,149,080. The proportion of the Company's issued share capital represented by those votes cast is approximately 78.67%.
 
 
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 2023 report and accounts
532,283,221
100.00
23,678
0.00
532,306,899
78.61%
544,391
2
To declare a final dividend
529,741,526
99.44
2,973,439
0.56
532,714,965
78.67%
136,325
3
To elect Omar Abbosh
532,595,830
99.99
78,135
0.01
532,673,965
78.66%
177,325
4
To elect Alison Dolan
527,964,849
99.62
2,007,403
0.38
529,972,252
78.27%
2,879,038
5
To elect Alex Hardiman
532,496,370
99.98
99,161
0.02
532,595,531
78.65%
255,759
6
To re-elect Sherry Coutu
382,610,095
71.84
149,982,078
28.16
532,592,173
78.65%
259,114
7
To re-elect Sally Johnson
531,767,588
99.84
854,771
0.16
532,622,359
78.66%
228,931
8
To re-elect Omid Kordestani
532,371,583
99.96
235,715
0.04
532,607,298
78.65%
243,992
9
To re-elect Esther Lee
526,874,645
98.92
5,736,349
1.08
532,610,994
78.65%
240,296
10
To re-elect Graeme Pitkethly
532,519,714
99.98
87,332
0.02
532,607,046
78.65%
244,244
11
To re-elect Annette Thomas
526,855,422
98.92
5,754,503
1.08
532,609,925
78.65%
241,365
12
To re-elect Lincoln Wallen
532,531,469
99.98
86,810
0.02
532,618,279
78.66%
233,011
13
To approve the annual remuneration report
371,925,459
69.83
160,714,355
30.17
532,639,814
78.66%
211,473
14
To approve the Save for Shares Plan rules
526,367,952
99.07
4,935,474
0.93
531,303,426
78.46%
1,547,864
15
To re-appoint the auditors
528,909,748
99.29
3,794,814
0.71
532,704,562
78.67%
146,728
16
To determine the remuneration of the auditors
532,652,669
99.99
54,499
0.01
532,707,168
78.67%
144,122
17
To authorise the company to allot ordinary shares
506,780,261
95.16
25,800,102
4.84
532,580,363
78.65%
270,927
18
To waive the pre-emption rights
527,054,589
99.50
2,637,639
0.50
529,692,228
78.22%
3,159,062
19
To waive the pre-emption rights - additional percentage
523,328,874
98.80
6,356,325
1.20
529,685,199
78.22%
3,166,091
20
To authorise the company to purchase its own shares
528,689,730
99.26
3,954,616
0.74
532,644,346
78.66%
206,944
21
To approve the holding of general meetings on 14 clear days' notice
512,647,675
96.23
20,068,341
3.77
532,716,016
78.67%
135,274
 
* 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, and it notes the outcome of the voting on resolutions 6 and 13, both related to remuneration. 
 
While we welcome the support of over two thirds of our shareholders on resolutions 6 and 13, we remain committed to retaining a constructive and positive dialogue on this issue. As such we will continue to actively engage to understand all shareholder views.
 
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. We also remain very supportive of the Chair of our Remuneration Committee and are grateful for the extensive work the Committee has done to engage shareholders on our wider remuneration policy.
 
---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.
 
 
PEARSON plc
 
 
Date: 26 April 2024
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary