Clarivate Plc (CLVT)
NYSE: CLVT · Real-Time Price · USD
2.450
-0.050 (-2.00%)
At close: Apr 24, 2026, 4:00 PM EDT
2.450
0.00 (0.00%)
After-hours: Apr 24, 2026, 4:20 PM EDT
← View all transcripts

AGM 2021

May 6, 2021

Speaker 1

Good afternoon, and welcome to the twenty twenty one Annual General Meeting of the Shareowners of Clarivate plc. We are webcasting this afternoon's proceedings for those of our shareholders unable to attend the meeting. My name is Jerry 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 Stephen Hartman, General Counsel and Secretary of the company, who will serve as Secretary of the meeting. Also in attendance is Anthony p Carido from Carido 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?

Speaker 2

Thank you, Mr. Chairman. Thanks to the meeting, the company's notice of annual meeting in 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 03/25/2021 to all shareholders of record at the close of business on 03/04/2021, 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 the 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 five and eighty six million one hundred and thirty six thousand and eighty five 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.

Speaker 1

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. Accordingly, 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 service will be voted in the manner you specified in that proxy. And 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 sharer 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 the annual general meeting, the purpose of this meeting is to have our shareowners 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.

Speaker 2

Mr. Chairman, we've been informed by the inspector of election as follows. As to proposal one, to elect five past two directors to serve until the twenty twenty four Annual General Meeting or until the successors duly elected and qualified, each of Valeria Albirella, Osama Cortaz, Adam Levin, Charles Nerral and Roxanne White has received affirmative votes by at least the majority of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy. As a proposal 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 and Partners LP, Partners Group AG, Castig Capital SARL and NGB Corporation, the proposal has been approved by both, one, at least two thirds of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy. And 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 two 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 subsidiary, the proposal has been approved by both one, at least two thirds of the votes caused by or on behalf of the shareholders entitled to vote in person or represented by proxy. And 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 nine to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accountants, the proposal has been approved by at least the majority of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy.

Speaker 1

Thank you very much, Mr. Secretary. Based on the report of the Inspector of Elections, 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 2PM BST on Friday, 06/04/2021 at that same play 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@claravate.com, and you will be provided with attendance instructions for this purpose. I want to thank all of our shareowners for their attendance. I declare this meeting adjourned until two p.

M. BST on Friday, 06/04/2021 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 AGM2021clarivate dot com. Thank you all very much for attending.

Powered by