Last checked at 29 Apr 2022 15:30
29 April 2022
Pearson plc
("Pearson" or the "Company")
Results of Annual General Meeting 2022
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 24 March 2022 were proposed and approved on a poll.
The table below shows the results of the poll for each resolution. As at 6.30pm on 27 April 2022, the Company's issued share capital was 748,542,024 ordinary shares of 25p each. The Company does not hold any ordinary shares in Treasury. Therefore, the total voting rights in the Company were 748,542,024. The proportion of the Company's issued share capital represented by those votes cast is approximately 81.1%.
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 2021 report and accounts | 607,069,864 | 99.98 | 105,340 | 0.02 | 607,175,204 | 81.11% | 282,634 |
2 | To declare a final dividend | 606,041,385 | 99.77 | 1,382,688 | 0.23 | 607,424,073 | 81.15% | 33,765 |
3 | To elect Omid Kordestani | 607,171,225 | 99.96 | 220,609 | 0.04 | 607,391,834 | 81.14% | 66,004 |
4 | To elect Esther Lee | 607,280,088 | 99.98 | 119,067 | 0.02 | 607,399,155 | 81.14% | 58,683 |
5 | To elect Annette Thomas | 607,285,695 | 99.98 | 115,892 | 0.02 | 607,401,587 | 81.14% | 56,251 |
6 | To re-elect Andy Bird | 607,146,484 | 99.96 | 252,979 | 0.04 | 607,399,463 | 81.14% | 58,375 |
7 | To re-elect Sherry Coutu | 522,486,159 | 86.46 | 81,849,313 | 13.54 | 604,335,472 | 80.74% | 3,122,366 |
8 | To re-elect Sally Johnson | 606,852,131 | 99.91 | 559,233 | 0.09 | 607,411,364 | 81.15% | 46,474 |
9 | To re-elect Linda Lorimer | 607,260,007 | 99.98 | 151,025 | 0.02 | 607,411,032 | 81.15% | 46,806 |
10 | To re-elect Graeme Pitkethly | 607,224,439 | 99.97 | 178,324 | 0.03 | 607,402,763 | 81.14% | 55,075 |
11 | To re-elect Tim Score | 547,133,973 | 90.54 | 57,194,222 | 9.46 | 604,328,195 | 80.73% | 3,129,643 |
12 | To re-elect Lincoln Wallen | 607,246,008 | 99.97 | 155,517 | 0.03 | 607,401,525 | 81.14% | 56,313 |
13 | To approve the annual remuneration report | 462,488,192 | 76.53 | 141,832,706 | 23.47 | 604,320,898 | 80.73% | 3,136,939 |
14 | To appoint the auditors | 605,153,941 | 99.63 | 2,266,065 | 0.37 | 607,420,006 | 81.15% | 37,832 |
15 | To determine the remuneration of the auditors | 606,442,545 | 99.84 | 978,777 | 0.16 | 607,421,322 | 81.15% | 36,516 |
16 | To authorise the company to allot ordinary shares | 542,017,921 | 89.45 | 63,955,865 | 10.55 | 605,973,786 | 80.95% | 1,484,052 |
17 | To waive the pre-emption rights | 553,468,800 | 91.12 | 53,922,335 | 8.88 | 607,391,135 | 81.14% | 66,703 |
18 | To waive the pre-emption rights - additional percentage | 547,083,099 | 90.07 | 60,304,220 | 9.93 | 607,387,319 | 81.14% | 70,519 |
19 | To authorise the company to purchase its own shares | 604,580,981 | 99.54 | 2,823,145 | 0.46 | 607,404,126 | 81.14% | 53,712 |
20 | To approve the holding of general meetings on 14 clear days' notice | 582,934,119 | 95.97 | 24,476,515 | 4.03 | 607,410,634 | 81.15% | 47,204 |
* 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. We note the minority vote against Pearson's remuneration report. Pearson engages extensively with shareholders on a broad range of matters, including remuneration. We will continue to engage actively with shareholders to understand their views and, where applicable, their reasons for the minority vote against resolution 13 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.
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