Clarivate Plc (CLVT) Earnings Call Transcript & Summary

Good afternoon, and welcome to the 2020 Annual General Meeting of the Shareowners of Clarivate Analytics. We are webcasting [ this afternoon's ] proceedings for this -- for those of our shareowners who are unable to attend the meeting. My name is Jerre Stead, I'm the Executive Chairman and Chief Executive Officer of Clarivate Analytics. I'll be serving as Chairman of this meeting today. On behalf of the company, I'd like to welcome all of our shareowners 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 Carbedeo of Carbedeo Group ], which has been appointed to serve as the Inspector of Election. He has signed his oath of office, which is hereby made part of the record of 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. I present to the meeting the company's annual report, notice of annual meeting and proxy and affidavit [indiscernible] Inspector of Election attesting to the fact that the notice of Annual General Meeting [ was mailed ] beginning on or about April 10, 2020, to all shareholders of record at the [indiscernible] on March 9, 2020, which is the record date. This affidavit, with exhibits, is available for examination by any shareholder present [indiscernible] alphabetical list of the shareholders of record at the close [indiscernible] record date who are entitled to vote, showing their respective addresses and the number of shares held by each [indiscernible] meeting for inspection by the shareholders. The report of the Inspector of Election [indiscernible] [ and 363,311,397 ] ordinary shares. Each [indiscernible] 1 vote as of the record date [indiscernible] in person or by proxy holders of record of [ 340,270,465 ] ordinary [indiscernible] and there are at least 2 shareholders physically present at the meeting, altogether representing 93.68% of the company's ordinary shares entitled [indiscernible] meeting, thereby establishing that a quorum is present.

Thank you, Mr. Secretary. The annual report and affidavit are accepted. Based on the report of the Secretary and Inspector of the 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 ] delivered a proxy to the company, your shares will be voted for [ on that 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 ] amended and restated memorandum and articles of association, each ordinary share will be entitled to one vote per share. The next order of business is the presentation of the matters to be voted [ and discussed in today's ] meeting. As stated in the notice of Annual General Meeting, the purpose of the meeting is to allow our shareholders to vote on 6 proposals as described in the notice. Mr. Secretary, please present the report of the Inspector of Election with respect to these proposals.

Mr. Chairman, we've been informed by the Inspector of Election as follows: As for proposal 1, to elect 4 Class I directors to serve until the 2023 Annual General Meeting or until their successors are duly elected and qualified, each of Sheryl von Blucher, Jane Okun Bomba, Balakrishnan Iyer and Richard Roedel has received affirmative votes by at least a majority of the votes cast by or on behalf of the shareholders entitled to vote or represented by proxy. [ As for ] proposal 2, to change the name of the company to Clarivate Plc, the proposal has been approved by at least 2/3 of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy. [ As for ] proposal 3, to amend the company's memorandum and articles of association in order to [indiscernible] provisions that will no longer be appropriate [indiscernible] further reductions [ in our ] ordinary shares by our former controlling shareholders and for other [ purposes ] as described in the notice of Annual General Meeting, the proposal has been approved by at least 2/3 of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy. As for proposal 4, to authorize the company to repurchase its ordinary shares in open-market transactions [ as described ] in the notice of Annual General Meeting, the proposal has been approved by at least 2/3 of the votes cast by or on behalf of shareholders entitled to vote in person or represented by proxy. [ As for ] proposal 5, to authorize the company to repurchase its ordinary shares from its former controlling shareholders on the [ time ] described in the notice of Annual General Meeting, the proposal has been approved by at least, [ first ], 2/3 of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy; and secondly, a majority of the votes cast by or on behalf of shareholders entitled to vote in person [ or represented ] by proxy, excluding votes cast by the applicable [ former controlling ] shareholders. As for proposal 6, 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, Mr. Secretary. Based on the reports of the Inspector of Election, I'm very pleased to declare that proposals 1, 2, 3, 4, 5 and 6 have been approved by the shareholders. I'd like to thank our shareholders for their participation and attendance. There being no further business before the Annual General Meeting, I declare this meeting adjourned. The company values the views of its shareholders and any shareholder wishing to submit a question in connection with this meeting may do so by e-mailing [ [email protected] ]. Thank you very much for attending. The meeting is over.