REG - Pearson PLC - Result of AGM

PearsonAnnouncement

01/05/2026 14:00

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RNS Number : 8556C  Pearson PLC  01 May 2026

 1 May 2026

 

Pearson plc

("Pearson" or the "Company")

 

Results of Annual General Meeting 2026

 

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 26
March 2026 were proposed and approved on a poll.

 

The table below shows the results of the poll for each resolution. As at
6.30pm on 29 April 2026, the Company's issued share capital was 605,304,701
ordinary shares of 25p each. The Company does not hold any ordinary shares in
Treasury. Therefore, the total voting rights in the Company were 605,304,701.
The proportion of the Company's issued share capital represented by those
votes cast is approximately 85.12%.

 

 

     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 2025 report and accounts                              514,801,206            99.98%                              89,905       0.02%          514,891,111                                  85.06%                     417,466
 2   To declare a final dividend                                          515,183,628            99.99%                              71,985       0.01%          515,255,613                                  85.12%                     52,964
 3   To elect Arden Hoffman                                               515,081,761            99.97%                              143,625      0.03%          515,225,386                                  85.12%                     77,989
 4   To elect Costis Maglaras                                             515,085,787            99.97%                              141,676      0.03%          515,227,463                                  85.12%                     75,912
 5   To elect Simon Robson with effect from 8 May 2026                    511,820,480            99.34%                              3,405,301    0.66%          515,225,781                                  85.12%                     77,594
 6   To re-elect Omar Abbosh                                              513,151,088            99.60%                              2,086,569    0.40%          515,237,657                                  85.12%                     65,718
 7   To re-elect Sherry Coutu                                             508,913,821            98.77%                              6,329,077    1.23%          515,242,898                                  85.12%                     60,477
 8   To re-elect Alison Dolan                                             514,813,525            99.92%                              420,462      0.08%          515,233,987                                  85.12%                     69,388
 9   To re-elect Alex Hardiman                                            515,085,448            99.97%                              144,937      0.03%          515,230,385                                  85.12%                     72,990
 10  To re-elect Sally Johnson                                            511,728,862            99.32%                              3,482,741    0.68%          515,211,603                                  85.12%                     91,772
 11  To re-elect Omid Kordestani                                          514,989,667            99.95%                              260,997      0.05%          515,250,664                                  85.12%                     52,711
 12  To re-elect Esther Lee                                               514,880,197            99.93%                              372,574      0.07%          515,252,771                                  85.12%                     50,604
 13  To re-elect Graeme Pitkethly                                         510,833,856            99.14%                              4,410,295    0.86%          515,244,151                                  85.12%                     59,224
 14  To re-elect Annette Thomas                                           514,873,839            99.93%                              376,782      0.07%          515,250,621                                  85.12%                     52,754
 15  To approve the directors' remuneration policy                        385,366,014            75.60%                              124,352,895  24.40%         509,718,909                                  84.21%                     5,589,466
 16  To approve the directors' remuneration report                        493,512,732            95.79%                              21,690,830   4.21%          515,203,562                                  85.11%                     104,813
 17  To re-appoint the auditors                                           515,190,190            99.99%                              59,805       0.01%          515,249,995                                  85.12%                     58,380
 18  To determine the remuneration of the auditors                        515,180,938            99.99%                              49,522       0.01%          515,230,460                                  85.12%                     77,201
 19  To authorise the company to allot ordinary shares                    493,405,185            95.76%                              21,831,822   4.24%          515,237,007                                  85.12%                     70,732
 20  To waive the pre-emption rights                                      509,012,343            98.81%                              6,142,388    1.19%          515,154,731                                  85.11%                     148,846
 21  To waive the pre-emption rights - additional percentage              509,000,086            98.81%                              6,147,677    1.19%          515,147,763                                  85.11%                     155,814
 22  To authorise the company to purchase its own shares                  514,730,457            99.91%                              454,491      0.09%          515,184,948                                  85.11%                     118,629
 23  To approve the holding of general meetings on 14 clear days' notice  500,218,107            97.09%                              15,012,342   2.91%          515,230,449                                  85.12%                     73,128

 

* 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 shareholders for the resolutions
at today's AGM, although it notes the outcome of the voting on
resolution 15 relating to our 2026 Directors' Remuneration Policy
("Policy").

 

The Board is committed to ensuring Pearson has an
executive remuneration structure which rewards superior performance. This
focus on performance-based pay is designed to support Pearson's
culture, drive execution against the strategy, and attract
and retain leadership to deliver sustained value for shareholders. For
these reasons, the Board believes that the Policy is appropriate and aligned
with shareholder interests and is encouraged that a clear majority of our
shareholders is in agreement.

 

Pearson has a constructive and positive relationship with its shareholders
and, in advance of the AGM, undertook an extensive multi-phased engagement
exercise which informed the development of the Policy. Overall, the company
engaged with or received feedback from those representing approximately 85% of
the share register, in addition to engaging with the major proxy agencies.
Further detail on this shareholder engagement, and the impact it had on the
Policy proposals, is set out on page 125 of Pearson's 2025 Annual Report. The
company will continue to actively engage with shareholders and will publish an
update within six months of the AGM, in accordance with the UK Corporate
Governance Code.

 

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