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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): May 11, 2022 (May 5, 2022)

 

CLARIVATE PLC 

(Exact name of registrant as specified in its charter)

 

Jersey, Channel Islands

(State or other jurisdiction of incorporation or organization)

 

001-38911

(Commission File Number)

 

N/A

(I.R.S. Employer Identification No.)

 

70 St. Mary Axe 

London EC3A 8BE
United Kingdom

(Address of Principal Executive Offices)

 

(44) 207-433-4000

 Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary shares   CLVT   New York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par value   CLVT PR A   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders

 

On May 5, 2022, Clarivate Plc (“Clarivate” or the “Company”) held its 2022 Annual General Meeting of Shareholders. At that meeting, the shareholders considered and acted upon six proposals pursuant to the Notice of Annual General Meeting of Shareholders and as described in more detail in the Company’s definitive proxy statement dated April 7, 2022 (the "Proxy Statement"). Of 683,575,840 shares outstanding and entitled to vote as of March 7, 2022 (the “Record Date”), the holders of record of 611,629,293 shares were present at the meeting either in person or by proxy. All proposals on the agenda were approved by the shareholders. Below are the final voting results.

 

(1)                  Shareholders elected the individuals named below to serve as directors of Clarivate, with their terms expiring at the Company’s 2023 Annual General Meeting. Election of each director required approval by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

 

Nominee For Against Abstain Broker Non-Votes
Jerre Stead 586,641,509 18,029,156 1,226,956 5,731,672
Valeria Alberola 589,354,249 9,748,939 6,794,433 5,731,672
Michael Angelakis 576,232,814 22,867,865 6,796,942 5,731,672
Jane Okun Bomba 586,945,412 12,157,882 6,794,327 5,731,672
Usama N. Cortas 595,787,463 9,987,073 123,085 5,731,672
Konstantin Gilis 585,153,604 15,427,628 5,316,389 5,731,672
Balakrishnan S. Iyer 577,546,034 21,521,261 6,830,326 5,731,672
Adam T. Levyn 595,610,888 10,170,148 116,585 5,731,672
Anthony Munk 582,688,257 16,414,736 6,794,628 5,731,672
Richard W. Roedel 563,521,146 35,584,348 6,792,127 5,731,672
Andrew Snyder 597,261,361 8,521,180 115,080 5,731,672
Sheryl von Blucher 587,243,247 13,305,169 5,349,205 5,731,672
Roxane White 590,398,796 10,183,082 5,315,743 5,731,672

 

(2)                 Shareholders approved Clarivate’s proposal to engage in open-market share repurchases of its ordinary shares. Approval required two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

 

For 527,213,624
Against 78,046,429
Abstain 637,568
Broker Non-Votes 5,731,672

 

(3)                 Shareholders approved a proposal to authorize share repurchases of Clarivate’s ordinary shares from any Shareholder Party to that certain Registration Rights Agreement with the Company dated as of October 1, 2020, as amended. Approval required both (i) two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy and (ii) a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy, excluding for purposes of this clause (ii) votes cast by a Shareholder Party with respect to share repurchases from such Shareholder Party.

 

  Votes Cast by All Shareholders
For 534,467,081
Against 70,791,492
Abstain 639,048
Broker non-votes 5,731,672

 

  Excluding Votes Cast by Atairos Investors
For 532,321,765
Against 70,791,492
Abstain 639,048
Broker non-votes 5,731,672

 

 

 

 

  Excluding Votes Cast by CIG Investors
For 492,347,910
Against 70,791,492
Abstain 639,048
Broker non-votes 5,731,672

 

  Excluding Votes Cast by GS Investors
For 533,751,975
Against 70,791,492
Abstain 639,048
Broker non-votes 5,731,672

 

(4)                 Shareholders approved Clarivate’s proposal to engage in open-market share repurchases of its 5.25% Series A Mandatory Convertible Preferred Shares. Approval required two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

 

For  520,833,992
Against 79,214,547
Abstain 5,849,082
Broker Non-Votes 5,731,672

 

(5)                 Shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. Approval required at least a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

 

For  580,468,952
Against 17,956,289
Abstain 7,472,380
Broker non-votes 5,731,672

 

(6)                 Shareholders ratified the appointment of PricewaterhouseCoopers LLP to serve as Clarivate’s independent registered public accounting firm for 2022. Ratification required a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

 

For  609,145,019
Against 2,461,850
Abstain 22,424

 

Item 8.01. Other Events

 

Date of 2023 Annual General Meeting of Shareholders

 

Clarivate’s 2023 Annual General Meeting of Shareholders will be held on May 4, 2023. Further details will be provided in the proxy statement for the meeting.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

No.   Description
     
104   The cover page from this Current Report on Form 8-K formatted in Inline XBRL

  

 

 

 

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.

 

  CLARIVATE PLC
   
Date: May 11, 2022 By: /s/ Jerre Stead
  Name:  Jerre Stead
  Executive Chair and Chief Executive Officer

  

 

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