Clarivate Plc (CLVT) Earnings Call Transcript & Summary

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 Stephen Hartman, General Counsel and Secretary of the company, who will serve as secretary of the meeting. Also in attendance is Anthony P. Carideo from Carideo 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. I present 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 25, 2021 to all shareholders of record at the close of business on March 4, 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 1 vote as of the record date. We have present in personal by proxy holders of record of 586,136,085 ordinary shares, and there are at least 2 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. 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 shares will be voted in a manner you've 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 share shall be entitled to 1 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 9 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, we've been informed by the inspector of election as follows, as to proposal 1, to elect 5 Class II directors to serve till the 2024 Annual General Meeting or until the successors are duly elected and qualified, each of Valeria Alberola, Usama Cortas, Adam Levyn, Charles Neral 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 2, to amend the company's Articles of Association in order to declassify the Board of Directors. 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. 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 3, 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 2/3 of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy. As to proposal 4, 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 2/3 of the vote cast by or on behalf of the shareholders entitled to vote in person or represented by proxy. As to proposal 5, to authorize the company to repurchase its ordinary shares from affiliates of Leonard Green & Partners, L.P., Partners Group AG, Castik Capital S.a.r.l. and NGB Corporation. 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 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 2, votes cast by a CPA Global Investor with respect to share repurchases from such CPA Global Investor. As to proposal 6, to authorize the company to repurchase its ordinary shares from wholly owned 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, 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 2, votes cast by the applicable wholly owned subsidiary shareholder. As to proposal 7, to approve, on an advisory nonbinding 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 8, to recommend on an advisory nonbinding basis, the frequency of an advisory nonbinding shareholder vote on the compensation of our named executive officers, the option of 1-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 elections, I'm pleased to declare that all director candidates have been elected, and all proposals have been approved by the shareholders. There's 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 p.m. DST on Friday, June 4, 2021, at that -- at the 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 e-mail at [email protected], 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 2:00 p.m. DST on Friday, June 4, 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 may do so by e-mailing [email protected]. Thank you all very much for attending.