REG - Pearson PLC - Result of AGM

PearsonAnnouncement

28/04/2023 13:15

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RNS Number : 9160X  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        Total votes cast (excluding votes withheld)  % of issued capital voted  Withheld/

                                                                                                                                                  cast Against                                                                           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
(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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