pson201605036k2.htm
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 2016
 
 
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
 

 
3 May 2016
 
Pearson plc (the "Company")
 
Notification of Directors' and PDMRs' Interests
 
 
Long-Term Incentive Plan
 
In 2001, the Company established the Pearson Long-Term Incentive Plan (the "LTIP"). Its purpose is to link management's long-term reward with Pearson's financial performance and returns to shareholders. Since 2006, the annual LTIP awards have been based around three performance measures: relative total shareholder return, return on invested capital and earnings per share growth. The LTIP was renewed and approved by shareholders in 2011. The operation of the LTIP is governed by the remuneration policy approved by shareholders at the Annual General Meeting on 25 April 2014.
 
2016 Award
 
On 3 May 2016, the Company made a grant of performance-related restricted shares to executive directors and other members of the Pearson Executive under the LTIP. This represents the company's annual grant of long-term incentives to executive directors and other members of the Pearson Executive for 2016.
 
The awards will vest on 3 May 2019 as follows:
 
     a) one-half of the award will be based on Pearson's earnings per share in 2018;
 
     b) one-third of the award will be based on Pearson's return on invested capital in 2018; and
 
     c) one-sixth of the award will be based on Pearson's total shareholder return performance relative to the constituents of the FTSE World Media Index over the three-year period 1 January 2016 to 31 December 2018
 
Subject to meeting the performance conditions in full, and the retention of shares that vest on 3 May 2019 for a further two years, the maximum number of shares that John Fallon, CEO, may receive is: 383,000 and the maximum number of shares that Coram Williams, CFO, may receive is: 222,000.
 
The awards are consistent with the remuneration policy approved by shareholders at the Annual General Meeting on 25 April 2014 and were made on the following basis:
 
Name
Title
Restricted shares awarded
Share price on date of award
Face value on date of award
£
% of base salary at date of award
John Fallon
CEO
383,000
805.00p
£3,083,150
395%
Coram Williams
CFO
222,000
805.00p
£1,787,100
347%
 
Subject to meeting the performance conditions in full, and the retention of shares that vest on 3 May 2019 for a further two years, the maximum number of shares that the other members of the Pearson Executive may receive is as follows:
 
Name
Title
Restricted shares awarded
Albert Hitchcock
Chief Technology and Operations Officer
200,000
Tim Bozik
President Global Product
180,000
Rod Bristow
President Core Markets
180,000
Don Kilburn
President North America
180,000
Gio Giovanelli
President Growth Markets
180,000
Bob Whelan
President Pearson Assessments
180,000
Michael Barber
Chief Education Advisor
150,000
Kate James
Chief Corporate Affairs and Global Marketing Officer
160,000
Melinda Wolfe
Chief Human Resources Officer
160,000
 
Further details of the LTIP and its performance measures are contained in Pearson's annual report and accounts.
 
This notification is made in accordance with DTR 3.1.4R.
  
 
 
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: 03 May 2016
 
 
 
By: /s/ STEPHEN JONES

 
-----------------------
Stephen Jones
Deputy Secretary