Clarivate Plc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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, 2024 (
(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)
(
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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).
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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, 2024, Clarivate Plc (“Clarivate” or the “Company”) held its 2024 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 25, 2024 (the "Proxy Statement").
Of 668,143,386 ordinary shares outstanding and entitled to vote as of March 8, 2024 (the “Record Date”), the holders of 605,939,435 ordinary shares were present at the meeting either in person or by proxy, constituting quorum.
All proposals on the agenda were approved by the shareholders.
Below are the final voting results. In tabulating the voting results, only FOR or AGAINST votes are counted. Broker non-votes and abstentions are counted only for purposes of determining whether a quorum is present.
Proposal 1: Election of Directors
Shareholders elected the individuals named below to serve as directors of the Company, with their terms expiring at the Company’s 2025 Annual General Meeting or until their successor is duly elected and qualified. 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 | 567,369,521 | 20,239,925 | 34,441 | 18,295,548 | ||||
| Jonathan Gear | 585,640,184 | 1,970,430 | 33,273 | 18,295,548 | ||||
| Valeria Alberola | 552,696,253 | 34,882,276 | 65,358 | 18,295,548 | ||||
| Michael Angelakis | 582,368,014 | 5,223,664 | 52,209 | 18,295,548 | ||||
| Jane Okun Bomba | 584,555,950 | 3,047,888 | 40,049 | 18,295,548 | ||||
| Usama N. Cortas | 583,025,081 | 4,569,295 | 49,511 | 18,295,548 | ||||
| Suzanne Heywood | 576,841,845 | 10,754,939 | 47,103 | 18,295,548 | ||||
| Adam T. Levyn | 585,606,183 | 1,995,319 | 42,385 | 18,295,548 | ||||
| Anthony Munk | 552,721,820 | 34,862,190 | 59,877 | 18,295,548 | ||||
| Wendell Pritchett | 542,104,109 | 45,069,213 | 470,565 | 18,295,548 | ||||
| Richard W. Roedel | 546,176,223 | 41,407,129 | 60,535 | 18,295,548 | ||||
| Saurabh Saha | 585,950,645 | 1,631,252 | 61,990 | 18,295,548 |
Proposal 2: Advisory Approval of Executive Compensation
Shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. Approval 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 | Against | Abstain | Broker Non-Votes | |||
| 582,480,148 | 4,825,077 | 338,662 | 18,295,548 |
Proposal 3: Ratification of Appointment of Independent Registered Public Accountants
Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year 2024, on a non-binding and advisory basis. 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 | Against | Abstain | Broker Non-Votes | |||
| 603,750,294 | 2,138,490 | 50,651 | - |
| Item 8.01. | Other Events |
Date of 2025 Annual General Meeting of Shareholders
Clarivate’s 2025 Annual General Meeting of Shareholders will be held on May 7, 2025. 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, 2024 | By: | /s/ Melanie D. Margolin |
| Name: | Melanie D. Margolin | |
| Title: | Chief Legal Officer | |