UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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 8, 2020 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | ||
| Registrant’s telephone number, including area code: | ||
(Former name or former address, if changed since last report)
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:
| 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 Securities Exchange Act of 1934:
|
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
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 7, 2020, Clarivate Plc held its 2020 Annual General Meeting of Shareholders. All proposals on the agenda were approved by the shareholders. For more information on the proposals, see Clarivate’s proxy statement for the 2020 Annual General Meeting of Shareholders, filed as Exhibit 99.1 to our Current Report on Form 8-K on April 10, 2020. Below are the final voting results.
(1) Shareholders elected the individuals named below to serve as Class I directors of Clarivate, with a term expiring at the 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 | ||||
| Sheryl von Blucher | 329,964,364 | 4,128,295 | 453,473 | 5,724,333 | ||||
| Jane Okun Bomba | 334,118,808 | 285,493 | 141,831 | 5,724,333 | ||||
| Balakrishnan S. Iyer | 334,073,532 | 303,935 | 168,665 | 5,724,333 | ||||
| Richard W. Roedel | 328,021,795 | 6,356,132 | 168,205 | 5,724,333 |
Pursuant to the Amended and Restated Shareholders Agreement dated as of January 14, 2019, as amended as of April 10, 2020, Onex Partners Advisor LP and Baring Private Equity Asia Group Limited and their affiliates (“Onex” and “Baring,” respectively, and collectively, the “Private Equity Sponsors”) agreed to vote their ordinary shares in favor of the above nominees.
(2) Shareholders approved a change of the company’s name to “Clarivate Plc.” 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 | 340,035,344 | |
| Against | 23,820 | |
| Abstain | 211,301 |
(3) Shareholders approved the proposed amendments to Clarivate’s memorandum and articles of association. 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 | 271,097,022 | |
| Against | 63,298,629 | |
| Abstain | 150,481 | |
| Broker non-votes | 5,724,333 |
A copy of Clarivate’s Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1.
(4) Shareholders approved Clarivate’s proposal to engage in open-market share repurchases. 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 | 308,047,996 | |
| Against | 25,356,437 | |
| Abstain | 1,141,699 | |
| Broker non-votes | 5,724,333 |
(5) Shareholders approved Clarivate’s proposal to engage in share repurchases from the Private Equity Sponsors. 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 the applicable Private Equity Sponsor.
| Votes Cast by All Shareholders | ||
| For | 308,591,652 | |
| Against | 24,664,012 | |
| Abstain | 1,290,468 | |
| Broker non-votes | 5,724,333 | |
| Excluding Votes Cast by Onex | ||
| For | 216,351,621 | |
| Against | 24,664,012 | |
| Abstain | 1,290,468 | |
| Broker non-votes | 5,724,333 | |
| Excluding Votes Cast by Baring | ||
| For | 272,720,529 | |
| Against | 24,664,012 | |
| Abstain | 1,290,468 | |
| Broker non-votes | 5,724,333 | |
(6) Shareholders ratified the appointment of PricewaterhouseCoopers LLP to serve as Clarivate’s independent registered public accounting firm for 2020. 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 | 339,997,543 | |
| Against | 77,305 | |
| Abstain | 195,617 |
| Item 8.01. | Other Events |
Date of 2021 Annual General Meeting of Shareholders
Clarivate announced that its 2021 Annual General Meeting of Shareholders will be held on May 6, 2021. Further details will be provided in the proxy statement for the meeting.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
|
No. |
Description |
| |
| 3.1 | Amended and Restated Memorandum and Articles of Association | ||
| 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.
| Date: May 8, 2020 | CLARIVATE Plc | |
| By: | /s/ Richard Hanks | |
| Richard Hanks | ||
| Chief Financial Officer | ||