UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 10, 2023 (
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
(Address of Principal Executive Offices)
(
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 |
- |
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 |