Current Report Filing (8-k)
May 11 2022 - 4:38PM
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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 |
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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