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 October
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
Pearson PLC
Results of Annual General Meeting on 26 April 2024 - Update
Statement
In accordance with the UK Corporate Governance Code, Pearson plc
("Pearson" or the "Company") is providing this update following the
outcome of the Annual General Meeting ("AGM") on 28 April
2024.
The Board very much appreciated the ongoing support from our
shareholders, with all resolutions passed. However, we noted that a
significant minority voted against the 2023 Director's Remuneration
Report (30.17%) and the re-election of the Remuneration Committee
Chair (28.16%).
We welcomed the support of over two thirds of our shareholders for
these two resolutions and we were also pleased to receive support
from IVIS and Glass Lewis. We also acknowledge that both
resolutions were opposed by ISS, which we believe influenced a
significant portion of the vote against, in particular from smaller
institutional holders who may follow this recommendation for their
voting.
Whilst the company had, prior to the AGM, met with a significant
proportion of its ownership in terms of holdings and had a good
understanding of the reasons both for and against its remuneration
proposals, in light of the outcome at the 2024 AGM and given the
Company's commitment to an ongoing and transparent dialogue with
shareholders and their advisers, and in line with the requirements
under the UK Corporate Governance Code, a further engagement
exercise was initiated. This helped ensure we had captured as
much feedback about the voting outcomes as possible, and extended
the opportunity for shareholders to provide any new or further
feedback on Pearson's approach to remuneration more generally. The
results of this engagement can be summarised as
follows:
●
The Company wrote to the top 100
shareholders, comprising c.83% of the register, to offer a meeting.
This expanded our coverage from previous engagement programmes. We
have received written feedback from 11 shareholders and the
Committee Chair has participated in six meetings with shareholders
to date. We have also met with certain proxy agencies and other
representative groups. A number of shareholders responded to state
that there was no need for engagement given the extensive previous
consultations on Pearson's current remuneration
arrangements.
●
The feedback received has
reconfirmed that there remains a diverse range of views in our
shareholder base with respect to executive pay. The majority
of those that we engaged with during this exercise indicated
continued support for the approach we have
taken.
●
Some shareholders, as well as
ISS, retained concerns around the implementation of the increases
to variable incentive opportunities introduced as part of the
Remuneration Policy approved by shareholders at the 2023 AGM. In
addition, there was a perception from ISS, that implementing the
new Policy immediately after shareholder approval at the 2023 AGM,
represented a failure to adequately engage with and listen to
shareholders, in light of that vote in 2023.
●
However, the Company had
consulted widely in developing the Policy in early 2023 and had
refined the final proposals in response to the feedback received at
that time. The Policy was then implemented following approval at
the 2023 AGM on the basis that it was supported by the majority of
shareholders, including almost all major holders who engaged with
Pearson throughout the review. The Company was aware, at the time
of that implementation and, as recognised in the Directors'
Remuneration Report that year, there was a range of views among our
shareholder base, such that a significant vote against the policy
was a possibility. Notwithstanding this, the Company proceeded with
the implementation of the approved Policy because the Board
continued to believe that it was necessary for remaining
competitive in the global talent market and to drive sustainable,
profitable growth at Pearson. Critically, that view was reaffirmed
later in 2023 when it was instrumental in securing the appointment
of Omar Abbosh as the new Chief Executive. Without the new Policy,
we do not believe we would have been able to compete to hire a
leader of Omar's calibre.
●
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. During the most
recent engagement exercise, a number of shareholders informed the
Company that they now more fully understand the talent markets
Pearson competes in (and by extension the rationale underpinning
the Remuneration Policy) as a result of this engagement, but
considered this could be explained in greater detail in the
Directors' Remuneration Report.
●
Finally, some investors had
ongoing concerns over the legacy Co-Investment Plan for the
previous Chief Executive and felt unable to vote in favour of the
Directors' Remuneration Report in part because of this. The
Co-Investment Plan has now concluded, with no further tranches to
vest and no new awards to be made (it was not retained as part of
the 2023 Policy).
●
In relation to the minority vote
against the re-election of the Remuneration Committee Chair, the
Board understands that the ISS recommendation to vote against this
resolution strongly influenced the voting outcome and was solely
related to Ms Coutu's role as Remuneration Committee Chair and in
light of ISS's views on our shareholder engagement approach on
remuneration matters. In addition, no concerns were raised by any
shareholders during this most recent engagement exercise. The Board
remains highly supportive of Ms Coutu and the exceptional
contribution she has made to the Board, including from her
leadership of the Remuneration Committee and her continued
dedication to meaningful investor dialogue.
To address the key issues highlighted above, the Company intends to
provide greater detail in the forthcoming 2024 Directors'
Remuneration Report on both its shareholder engagement activities,
including the changes made to the final 2023 Remuneration Policy
proposals to reflect investor feedback at the time, and more
information on the relevant talent markets and pay positioning for
Pearson.
Pearson
would like to thank all those who have participated in engagement
during 2023 and 2024. All feedback received is invaluable to the
Remuneration Committee. Pearson is committed to having a
constructive and positive relationship with our shareholders and
their advisors and will continue to engage as appropriate going
forward.
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.
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PEARSON
plc
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Date: 30
October 2024
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By: /s/
NATALIE WHITE
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Natalie
White
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Deputy
Company Secretary
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