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Form 6-K PEARSON PLC For: May 05

May 5, 2022 1:19 PM EDT

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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 2022
 
 
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")
 
Notification of Directors' Interests
 
 
2022 Long-Term Incentive Plan (LTIP) Awards
 
On 3 May 2022, the Company made a grant of performance-related restricted shares under the 2022 LTIP, including to the Chief Executive and Chief Financial Officer, under the 2020 LTIP rules. This represents the company's annual grant of long-term incentives for 2022.
 
The award will vest on 1 May 2025 subject to the following performance conditions and targets for Executive Directors:
 
1/3 Earnings Per Share (EPS)
 
 
1/3 Net Return On Invested Capital (ROIC)
 
 
1/3 relative Total Shareholder Return (TSR)
 
Vesting schedule
(% max)
 
Adjusted EPS for FY24
 
 
Vesting schedule
(% max)
 
Adjusted net ROIC for FY24
 
 
Vesting schedule
(% max)
 
Ranked position vs FTSE 100
 
15%
 
48.0p
 
 
15%
 
6.0%
 
 
25%
 
Median
 
65%
 
55.0p
 
 
65%
 
7.0%
 
 
-
 
-
 
100%
 
64.0p
 
 
100%
 
8.0%
 
 
100%
 
Upper quartile
 
 
Note: straight line vesting between points shown, with no vesting for performance below threshold
 
 
Any shares which vest on 1 May 2025 will be subject to an additional two-year holding period to 1 May 2027.
 
The award is consistent with the remuneration policy approved by shareholders and was made on the following basis:
 
Name
 
Title
Restricted shares awarded
% of Salary
Share price used to calculate award (GBP)
 
Andy Bird
Chief Executive
356,065
300%
779.44p
 
Sally Johnson
Chief Financial Officer
168,415
245%
779.44p
 
 
The value of the award was determined using the five-trading day average mid-market closing share price preceding 3 May 2022, which is the share price used to determine award values for LTIP awards to the wider employee population.
 
The Committee reserves the right to adjust payouts up or down before they are released if it believes that the vesting outcome does not reflect underlying financial or non-financial performance or if such other exceptional factors warrant doing so. In making such adjustments, the Committee is guided by the principle of aligning shareholder and management interests.
 
The notification below is made in accordance with the requirements of the UK Market Abuse Regulation.
 
 
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
 
 
1
Details of the person discharging managerial responsibilities/person closely associated
 
a)
Name
Andy Bird
 
2
Reason for the notification
 
a)
Position/status
Chief Executive
 
b)
Initial notification /Amendment
Initial notification
 
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 
a)
Name
Pearson plc
 
b)
LEI
2138004JBXWWJKIURC57
 
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
 
a)
Description of the financial instrument, type of instrument
 
Identification code
Ordinary shares of 25 pence each in Pearson plc
 
ISIN: GB0006776081
 
b)
Nature of the transaction
Award of performance-related restricted shares under the Long-Term Incentive Plan
 
c)
Price(s) and volume(s)
Price(s)
Volume(s)
 
n/a
356,065
 
d)
Aggregated information
- Aggregated volume
- Price
Aggregated price: N/A
 
Aggregated volume: see 4 (c) above
 
e)
Date of the transaction
3 May 2022
 
f)
Place of the transaction
n/a
 
 
1
Details of the person discharging managerial responsibilities/person closely associated
 
a)
Name
Sally Johnson
 
2
Reason for the notification
 
a)
Position/status
Chief Financial Officer
 
b)
Initial notification /Amendment
Initial notification
 
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
 
a)
Name
Pearson plc
 
b)
LEI
2138004JBXWWJKIURC57
 
4
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
 
a)
Description of the financial instrument, type of instrument
 
Identification code
Ordinary shares of 25 pence each in Pearson plc
 
ISIN: GB0006776081
 
b)
Nature of the transaction
Award of performance-related restricted shares under the Long-Term Incentive Plan
 
c)
Price(s) and volume(s)
Price(s)
Volume(s)
 
n/a
168,415
 
d)
Aggregated information
- Aggregated volume
- Price
Aggregated price: N/A
 
Aggregated volume: see 4 (c) above
 
e)
Date of the transaction
3 May 2022
 
f)
Place of the transaction
n/a
 
 
 
 
 
 
 
 
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: 05 May 2022
 
 
By: /s/ NATALIE WHITE
 
 
 
------------------------------------
 
Natalie White
 
Deputy Company Secretary
 


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