0001764046False00017640462021-05-062021-05-06

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

May 12, 2021 (May 6, 2021)
Date of Report (date of earliest event reported)

CLARIVATE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
(State or other jurisdiction of incorporation or organization)
001-38911
N/A
(Commission File Number)
(I.R.S. Employer Identification No.)
Friars House
160 Blackfriars Road
London
SE1 8EZ
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 classTrading Symbol(s)Name of each exchange on which registered
Ordinary sharesCLVTNew 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 6, 2021, Clarivate Plc (“Clarivate” or the “Company”) held its 2021 Annual General Meeting of Shareholders. At that meeting, the shareholders considered and acted upon nine 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 25, 2021 (the "Proxy Statement"). Of 608,075,034 shares outstanding and entitled to vote as of March 4, 2021 (the “Record Date”), the holders of record of 586,136,085 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 2022 Annual General Meeting as a result of the approval by shareholders of the declassification proposal (2) set forth below. 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.

NomineeForAgainstAbstainBroker Non-Votes
Valeria Alberola583,391,785 46,034 76,998 2,621,268 
Usama N. Cortas583,383,432 52,498 78,887 2,621,268 
Adam T. Levyn583,334,929 103,284 76,604 2,621,268 
Charles J. Neral583,378,665 59,181 76,971 2,621,268 
Roxane White583,390,122 48,229 76,466 2,621,268 

(2)    Shareholders approved a proposal to amend the Company’s Articles of Association in order to declassify the Board of Directors. Approval required two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy. Because this proposal was approved, the terms of all of the Company’s directors, including those elected pursuant to proposal (1) above, will expire at the Company’s Annual General Meeting in 2022 and each director nominee at that meeting will stand for election to a one-year term expiring at the Annual General Meeting in 2023 or until his or her successor is duly elected and qualified.

For 583,455,691 
Against47,572 
Abstain11,554 
Broker non-votes2,621,268 

(3)    Shareholders approved proposed amendments to the Company’s Articles of Association to eliminate any requirement that directors may be removed only for cause. Approval required two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy. A copy of Clarivate’s Amended and Restated Memorandum and Articles of Association reflecting these amendments is filed herewith as Exhibit 3.1.

For 583,394,532 
Against 36,488 
Abstain 83,797 
Broker non-votes2,621,268 

(4)    Shareholders approved proposed amendments to the Company’s Articles of Association to eliminate provisions that are no longer applicable as a result of the Termination Agreement, dated as of July 28, 2020, among the Company, former controlling shareholders, affiliates of Onex Partners Advisor LP, Baring Private Equity Asia Pte Ltd and certain other parties. Approval required two-thirds of the votes cast by, or on behalf of the shareholders entitled to vote in person or represented by proxy. A copy of Clarivate’s Amended and Restated Memorandum and Articles of Association reflecting these amendments is filed herewith as Exhibit 3.1.

For 586,001,585 
Against 15,290 
Abstain 119,210 

(5)    Shareholders approved a proposal to authorize share repurchases of Clarivate’s ordinary shares from affiliates of Leonard Green & Partners, L.P. (“LGP”), Partners Group AG (“Partners”), Castik Capital S.a.r.l. (“Castik”) and NGB Corporation (“NGB”) (collectively, the “CPA Global Investors”). 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 CPA Global Investor with respect to share repurchases from such CPA Global Investor.

Votes Cast by All Shareholders
For544,726,922 
Against37,745,971 
Abstain1,041,924 
Broker non-votes2,621,268 

Excluding Votes Cast by the CPA Global Investors
For355,706,889 
Against37,745,971 
Abstain1,041,924 
Broker non-votes2,621,268 

Excluding Votes Cast by LGP
For428,060,415 
Against37,745,971 
Abstain1,041,924 
Broker non-votes2,621,268 

Excluding Votes Cast by Partners
For519,143,863 
Against37,745,971 
Abstain1,041,924 
Broker non-votes2,621,268 

Excluding Votes Cast by Castik
For506,373,280 
Against37,745,971 
Abstain1,041,924 
Broker non-votes2,621,268 

Excluding Votes Cast by NGP
For536,310,097 
Against37,745,971 
Abstain1,041,924 
Broker non-votes2,621,268 

(6)    Shareholders approved a proposal to authorize share repurchases of Clarivate’s ordinary shares from any of Clarivate’s wholly owned subsidiaries. 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 wholly owned subsidiary shareholder. There were no ordinary shares of Clarivate held by any of its subsidiaries and eligible to vote as of the Record Date.

Votes Cast by All Shareholders
For544,757,609 
Against37,715,897 
Abstain1,041,311 
Broker non-votes2,621,268 

(7)    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 577,610,746 
Against 5,794,524 
Abstain 109,547 
Broker non-votes2,621,268 

(8)    As to the proposal seeking an advisory, non-binding, indication from shareholders regarding the frequency of an advisory, non-binding shareholder vote on the compensation of our named executive officers, the option of one year received the highest number of votes cast by shareholders. In light of, and consistent with, the vote of its shareholders, Clarivate has determined to include an advisory vote on its executive compensation in its proxy materials annually until the next required vote on the frequency of shareholder votes on the compensation of executives.

One Year582,999,729 
Two Years 92,053 
Three Years338,027 
Abstain 85,008 
Broker non-votes2,621,268 

(9)    Shareholders ratified the appointment of PricewaterhouseCoopers LLP to serve as Clarivate’s independent registered public accounting firm for 2021. 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 585,920,890 
Against 140,349 
Abstain 74,846 


Item 8.01 Other Events

Date of 2022 Annual General Meeting of Shareholders

Clarivate’s 2022 Annual General Meeting of Shareholders will be held on May 5, 2022. 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
104Cover page of 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 12, 2021By:/s/ Richard Hanks
Name:Richard Hanks
Title:Chief Financial Officer