CLARIVATE PLC Item 5.07 Submission of Matters to a Vote of Security Holders
On
(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.
Nominee For Against Abstain Broker Non-Votes
Valeria Alberola 583,391,785 46,034 76,998 2,621,268
Usama N. Cortas 583,383,432 52,498 78,887 2,621,268
Adam T. Levyn 583,334,929 103,284 76,604 2,621,268
Charles J. Neral 583,378,665 59,181 76,971 2,621,268
Roxane White 583,390,122 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
Against 47,572
Abstain 11,554
Broker non-votes 2,621,268
(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-votes 2,621,268
(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Association to eliminate provisions that are no longer applicable as a result of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
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
Votes Cast by All Shareholders
For 544,726,922
Against 37,745,971
Abstain 1,041,924
Broker non-votes 2,621,268
Excluding Votes Cast by the CPA Global Investors
For 355,706,889
Against 37,745,971
Abstain 1,041,924
Broker non-votes 2,621,268
Excluding Votes Cast by LGP
For 428,060,415
Against 37,745,971
Abstain 1,041,924
Broker non-votes 2,621,268
Excluding Votes Cast by Partners
For 519,143,863
Against 37,745,971
Abstain 1,041,924
Broker non-votes 2,621,268
Excluding Votes Cast by Castik
For 506,373,280
Against 37,745,971
Abstain 1,041,924
Broker non-votes 2,621,268
Excluding Votes Cast by NGP
For 536,310,097
Against 37,745,971
Abstain 1,041,924
Broker non-votes 2,621,268
(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
For 544,757,609
Against 37,715,897
Abstain 1,041,311
Broker non-votes 2,621,268
(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-votes 2,621,268
(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 Year 582,999,729
Two Years 92,053
Three Years 338,027
Abstain 85,008
Broker non-votes 2,621,268
(9) Shareholders ratified the appointment of
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
Item 9.01 Financial Statements and Exhibits (d) Exhibits No. Description 3.1 Amended and Restated Memorandum and Articles of Association 104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL.
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