8-K

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 10, 2023 (May 4, 2023)

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
Series B Preferred Stock Purchase Rights	-	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 4, 2023, Clarivate Plc (“Clarivate” or the “Company”) held its 2023 Annual General Meeting of Shareholders. At that meeting, the shareholders considered and acted upon three 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 March 23, 2023 (the "Proxy Statement"). Of 675,544,848 shares outstanding and entitled to vote as of March 6, 2023 (the “Record Date”), the holders of record of 560,469,939 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 2024 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
Andrew Snyder		516,291,203		30,569,061		35,720		13,573,955
Jonathan Gear		543,458,751		3,404,396		32,837		13,573,955
Valeria Alberola		541,803,781		4,964,510		127,693		13,573,955
Michael Angelakis		534,159,893		8,217,700		4,518,391		13,573,955
Jane Okun Bomba		538,413,794		8,340,489		141,701		13,573,955
Usama N. Cortas		512,308,316		34,459,202		128,466		13,573,955
Adam T. Levyn		534,741,814		12,024,006		130,164		13,573,955
Anthony Munk		535,316,182		11,451,681		128,121		13,573,955
Richard W. Roedel		526,935,351		19,832,051		128,582		13,573,955
Saurabh Saha		541,015,683		5,752,361		127,940		13,573,955
Wendell Pritchett		538,329,829		8,022,937		543,218		13,573,955

 

(2)                   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	522,239,069
Against	24,620,877
Abstain	36,038
Broker non-votes	13,573,955

 

(3)                   Shareholders ratified the appointment of PricewaterhouseCoopers LLP to serve as Clarivate’s independent registered public accounting firm for 2023. 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	560,384,899
Against	70,411
Abstain	14,629

Item 8.01. Other Events

 

Date of 2024 Annual General Meeting of Shareholders

 

Clarivate’s 2024 Annual General Meeting of Shareholders will be held on May 7, 2024. 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 10, 2023	By:	/s/ Jonathan Gear
	Name:  Jonathan Gear
	Chief Executive Officer

 

 

XML

Cover	May 04, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 04, 2023
Entity File Number	001-38911
Entity Registrant Name	CLARIVATE PLC
Entity Central Index Key	0001764046
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	Y9
Entity Address, Address Line One	70 St. Mary Axe
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	EC3A 8BE
City Area Code	44
Local Phone Number	207-433-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares
Trading Symbol	CLVT
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	5.25% Series A Mandatory Convertible Preferred Shares, no par value
Trading Symbol	CLVT PR A
Security Exchange Name	NYSE
Series B Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Series B Preferred Stock Purchase Rights
No Trading Symbol Flag	true
Security Exchange Name	NYSE