Pearson (NYSE: PSO) AGM backs directors’ pay policy despite 24% opposition

Rhea-AI Filing Summary

Pearson plc reported that all resolutions at its 2026 annual general meeting were approved on a poll, with around 85% of issued share capital voting. Shareholders backed the 2025 report and accounts, the final dividend, all director elections and re-elections, auditor re-appointment and authority to repurchase shares.

The directors' 2026 remuneration policy received a lower level of support than other items, with 75.60% of votes in favour and 24.40% against, while the separate remuneration report was approved with 95.79% support. The company engaged with investors representing about 85% of its share register ahead of the meeting and plans to publish an update on further engagement within six months, in line with the UK Corporate Governance Code.

Insights

Corporate governance analyst

Pearson’s AGM saw strong overall support, with notable but contained dissent on the new pay policy.

Most 2026 AGM resolutions at Pearson plc passed with very high support, including director elections, auditor re-appointment and share issuance/repurchase authorities. Turnout was robust, with votes cast representing about 85.12% of the issued share capital.

The new 2026 directors' remuneration policy drew comparatively higher opposition: 385,366,014 votes (75.60%) in favour and 124,352,895 (24.40%) against. By contrast, the remuneration report received 95.79% support, suggesting concerns are focused on future pay structure rather than past pay outcomes.

The company highlights extensive prior engagement with shareholders representing roughly 85% of the register and will provide a further engagement update within six months of the May 2026 AGM under the UK Corporate Governance Code. Subsequent disclosures may clarify how feedback influences any refinements to Pearson’s pay framework.

Key Figures

Issued share capital: 605,304,701 ordinary shares Capital represented at AGM: 85.12% of issued capital Votes for report and accounts: 514,801,206 votes (99.98%) +5 more

8 metrics

Issued share capital 605,304,701 ordinary shares Issued share capital as at 29 April 2026

Capital represented at AGM 85.12% of issued capital Proportion of share capital represented by votes cast

Votes for report and accounts 514,801,206 votes (99.98%) Resolution 1 – receive 2025 report and accounts

Votes for final dividend 515,183,628 votes (99.99%) Resolution 2 – declare final dividend

Votes for remuneration policy 385,366,014 votes (75.60%) Resolution 15 – directors’ 2026 remuneration policy

Votes against remuneration policy 124,352,895 votes (24.40%) Resolution 15 – opposition to remuneration policy

Votes for remuneration report 493,512,732 votes (95.79%) Resolution 16 – directors’ remuneration report

Votes for share buyback authority 514,730,457 votes (99.91%) Resolution 22 – authority to purchase own shares

Key Terms

pre-emption rights, directors' remuneration policy, directors' remuneration report, National Storage Mechanism, +1 more

5 terms

pre-emption rights financial

"To waive the pre-emption rights - additional percentage"

A shareholder’s right to be offered new shares before they are sold to outsiders, allowing existing owners to buy enough to keep their ownership percentage. Think of it like being offered the first slice of a pie so your share doesn’t shrink; it matters to investors because it protects voting power and economic value from being diluted when a company issues more stock, and it can affect how easy or costly fundraising is.

directors' remuneration policy financial

"relating to our 2026 Directors' Remuneration Policy ("Policy")"

directors' remuneration report financial

"To approve the directors' remuneration report"

National Storage Mechanism regulatory

"available for inspection at the National Storage Mechanism which is located at:"

A national storage mechanism is an official, centralized electronic repository where companies and regulators file and keep required corporate documents such as prospectuses, financial statements and regulatory disclosures. For investors it is the authoritative public source to find and verify key papers — like using a government-run public archive or filing cabinet — so you can check the original documents for due diligence, compliance and to confirm claims made in news or marketing.

UK Corporate Governance Code regulatory

"within six months of the AGM, in accordance with the UK Corporate Governance Code"

Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

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

 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 cast Against	Total votes cast (excluding votes withheld)	% of issued capital voted	Withheld/ 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

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.

---ENDS---

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.

PEARSON plc

Date: 01 May 2026

By: /s/ CHRISTIE WOLSTENCROFT

------------------------------------

Christie Wolstencroft

Senior Assistant Company Secretary

FAQ

What did Pearson (PSO) shareholders approve at the 2026 AGM?

Shareholders approved all 2026 AGM resolutions, including the 2025 report and accounts, final dividend, election and re-election of all named directors, re-appointment and pay of auditors, share issuance authorities, share buyback authority, and shorter 14-day notice for general meetings.

How much of Pearson’s (PSO) share capital voted at the 2026 AGM?

Votes cast at the AGM represented approximately 85.12% of Pearson’s issued share capital of 605,304,701 ordinary shares. This indicates strong shareholder participation in approving all resolutions, including governance, capital authority, and remuneration items proposed by the board.

How did Pearson (PSO) shareholders vote on the 2026 directors’ remuneration policy?

The 2026 directors’ remuneration policy received 385,366,014 votes in favour, equal to 75.60% of votes cast, and 124,352,895 votes, or 24.40%, against. The board noted this level of dissent and highlighted ongoing shareholder engagement on executive pay structure.

What support did Pearson’s (PSO) 2025 remuneration report receive at the AGM?

Pearson’s directors’ remuneration report gained 493,512,732 votes in favour, equal to 95.79% of votes cast, and 21,690,830 votes, or 4.21%, against. This contrasts with lower support for the forward-looking remuneration policy, indicating stronger backing for reported past pay outcomes.

Were all Pearson (PSO) directors elected or re-elected at the 2026 AGM?

Yes, all nominated directors, including new director Simon Robson (effective 8 May 2026) and all named re-election candidates, were supported by shareholders. Each director received at least 98.77% of votes cast in favour, indicating broad backing for the company’s board composition.

What future shareholder engagement has Pearson (PSO) committed to after the 2026 AGM?

Pearson stated it will continue active engagement with shareholders on the remuneration policy and other matters. In line with the UK Corporate Governance Code, the company plans to publish an update within six months of the AGM summarizing this engagement and any resulting actions.

Did Pearson (PSO) receive authority to buy back its own shares at the AGM?

Shareholders authorised Pearson to purchase its own shares, with 514,730,457 votes (99.91%) in favour and 454,491 (0.09%) against. This provides flexibility for future share buybacks, subject to any legal and regulatory limits that apply to such capital management activities.