Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
18 März 2021 - 3:00PM
Edgar (US Regulatory)
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 March 2021
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
(the "Company")
Result of General Meeting on 18 September 2020 - 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 General Meeting on 18 September 2020, where the
Company sought shareholder approval for a resolution to amend its
Directors' Remuneration Policy to permit the grant of a
co-investment share award to Andy Bird, the new Chief Executive.
The Board very much appreciated the support of the majority of
shareholders (67.2%), although it noted that a significant minority
(32.8%) voted against the proposals.
In advance of the General Meeting, and in developing the
remuneration package for Mr Bird, the Remuneration Committee ("the
Committee") engaged extensively with shareholders. However, in
light of the outcome and given the Committee's commitment to an
ongoing and transparent dialogue with shareholders, an engagement
exercise was undertaken in early 2021 in order to listen and
further understand the views and perspectives of
shareholders.
In designing the remuneration package, the Committee sought to
maintain the Company's Directors' Remuneration Policy for future
years, while finding a means to bridge the considerable gap to
compensation practice in the US, Mr Bird's home market, where pay
rates are substantially higher than in the UK and the way pay is
structured is often very different. The Committee developed this
one-off co-investment arrangement to help bridge this gap. This
solution was enabled by Mr Bird's decision to invest personally and
substantially in the Company's shares. The Committee recognises
that such a one-off arrangement is not typical in the UK market,
but believes it was the optimal structure to secure Mr Bird's
recruitment whilst incentivising the creation of long-term
shareholder value.
On further discussion with shareholders, they have expressed strong
support of Mr Bird's appointment, recognised the one-off nature of
the co-investment award, appreciated our determination to keep our
approved Directors' Remuneration Policy otherwise unchanged and
noted that there was no additional buy-out of remuneration foregone
at a previous employer. The two key areas of concern raised by
investors have related to the time horizon over which the
co-investment award is held and the performance underpins. Further
details on these areas and the co-investment award in general can
be found in our 2020 Directors' Remuneration Report.
The conversations that we have had over the past 6 months have been
invaluable and the support of our shareholders has enabled the
Company to appoint a new Chief Executive who we believe will unlock
new growth potential for Pearson and ultimately return value to all
our stakeholders. The Committee will continue to engage with
investors as appropriate in the future.
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: 18
March 2021
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By: /s/
NATALIE WHITE
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------------------------------------
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Natalie
White
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Deputy
Company Secretary
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