Good afternoon, and welcome to the 2021 Annual General Meeting of the shareholders of Clarivate Plc. We are webcasting this afternoon's proceedings for those of our shareholders unable to attend the meeting. My name is Jerre Stead. I'm the Executive Chairman and Chief Executive Officer of Clarivate Plc. I'll be serving as chairman of the meeting. On behalf of the company, I'd like to welcome all of our shareholders and now call the meeting to order.
I'm joined today by members of our board and our executive officers, including Steve Hartman, General Counsel and Secretary of the company, who will serve as Secretary of the meetings. Also in attendance is Antonio Carrillo from Carrillo Group, who has been appointed to serve as the Inspector of Election and has signed his oath of office, which oath is hereby made part of the record for this meeting.
Mr. Secretary, would you please provide us with a report regarding the calling of the meeting and the presence of the quorum?
Thank you, Mr. Chairman. Thanks to the meeting, the company's notice of Annual Meeting and proxy. An affidavit is with the Inspector of Election, attesting to the fact that a notice of the Annual General Meeting and proxy were mailed beginning on or about March 25th, 2021, to all shareholders of record at the close of business on March 4th, 2021, the record date.
This affidavit, with exhibits, is available for examination by any shareholder present. In addition, the complete alphabetical list of shareholders of record at the close of business on the record date who are entitled to vote, showing their respective addresses and the number of shares held by each, is available at this meeting for inspection by the shareholders.
As attested in the report of the Inspector of Election, there are a total of 608,075,034 ordinary shares, each share being entitled to one vote as of the record date. We have present, in person or by proxy, holders of record of 586,136,085 ordinary shares, and there are at least two shareholders physically present at the meeting, altogether representing 96.39% of the company's ordinary shares entitled to vote at this meeting, thereby establishing that a quorum is present.
Thank you, Mr. Secretary. The affidavit is accepted. Based on the report of the Secretary and the Inspector of Election, proper notice has been given and a quorum is present. This meeting is properly convened. Voting in person on the matters to be considered at this meeting will be by ballot. If you've delivered a proxy to the company, your shares will be voted in the manner you have specified in that proxy.
Unless you wish to change your vote, it will not be necessary for you to sign any written ballot at this meeting. In accordance with the company's memorandum and articles of association, each ordinary share shall be entitled to one vote per share. The next order of business is the presentation of the matters to be voted on at today's meeting.
As stated in the annual general meeting, in the notice of annual general meeting, the purpose of this meeting is to have our shareholders vote on nine proposals, each as described in the notice. Mr. Secretary, please present the report of the Inspection of Election with respect to each proposal.
Mr. Chairman, I've been informed by the Inspector of Election as follows. As to proposal one, to elect five Class Two directors to serve until the 2024 Annual General Meeting or until their successors are duly elected and qualified, each of Valeria Alberola, Usama Cortas, Adam Levyn, Charles Noall, and Roxane White has received affirmative votes by at least a majority of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy.
As to proposal two, to amend the company's articles of association in order to declassify the board of directors, the proposal has been approved by at least two-thirds of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy.
Therefore, the terms of all directors, including those elected at this meeting, will expire at the company's Annual General Meeting in 2022. As to proposal three, to amend the company's articles of association to eliminate any requirement that the directors may be removed only for cause, the proposal has been approved by at least two-thirds of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy.
As to proposal four, to amend the company's articles of association in order to eliminate provisions that are no longer applicable, the proposal has been approved by at least two-thirds of the vote cast by or on behalf of the shareholders entitled to vote in person or represented by proxy.
As to proposal five, to authorize the company to repurchase its ordinary shares from affiliates of Leonard Green & Partners, L.P., Partners Group AG, Castik Capital S.à r.l., and NGP Corporation, the proposal has been approved by both, 1, at least two-thirds of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy.
Two, a majority of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy, excluding for these purposes, for the purpose of this clause 2, votes cast by a CPA Global investor with respect to share repurchases from such CPA Global investor.
As to Proposal six, to authorize the company to repurchase its ordinary shares from a subsidiary, the proposal has been approved by both, one, at least 2/3 of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy. Two, a majority of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy, excluding for the purposes of this clause two, votes cast by the applicable wholly owned subsidiary shareholder.
As to Proposal seven, to approve on an advisory, non-binding basis the compensation of the company's named executive officers, the proposal has been approved by at least a majority of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy.
As to Proposal eight, to recommend on an advisory, non-binding basis the frequency of an advisory, non-binding shareholder vote on the compensation of our named executive officers, the option of one year has received the highest number of votes cast by shareholders and is the frequency for the advisory vote on executive compensation that has been selected by shareholders.
As to Proposal 9, to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accountants, the proposal has been approved by at least a majority of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy.
Thank you very much, Mr. Secretary. Based on the report of the Inspector of Election, I'm pleased to declare that all director candidates have been elected and all proposals have been approved by the shareholders. As a final matter, I note there was originally an intention to present the company's annual report to this meeting.
This document has not been finalized on today's date. I have therefore decided to adjourn the meeting until 2:00 PM BST on Friday, June 4th, 2021 at this same place. At which point the meeting shall be reconvened for the purposes of accepting the company's annual report. Shareholders will not be asked to take any action at that time. If anyone attending this webcast also wishes to attend the meeting when it is reconvened, please email agm2021@clarivate.com and you will be provided with attendance instructions for this purpose.
I want to thank all of our shareholders for their attendance. I declare this meeting adjourned until 2:00 P.M. BST on Friday, June 4th, 2021 at the same time. The company very much values the views of our shareholders and any shareholder wishing to submit a question in connection with the meeting, they may do so by emailing agm2021@clarivate.com. Thank you all very much for attending.