Clarivate Plc (CLVT) Earnings Call Transcript & Summary

Good afternoon, and welcome to the 2022 Clarivate Annual General Shareholder Meeting. I will hand it over now to our Chair and CEO, Jerre Stead.

Thank you, and thank you, everybody, for joining us. Good afternoon, and welcome to the 2022 Annual General Meeting of the shareholders of Clarivate Plc. We're also webcasting this afternoon's proceedings for those of our shareholders unable to attend the meeting in person. My name is Jerre Stead. I'm the Executive Chair and Chief Executive Officer of Clarivate Plc. I'll be serving as Chair of the meeting. On behalf of the company, I'd like to welcome all our shareholders and thank them and now call the meeting to order. I'm also joined by members of our Board and our executive officers, including Jas Chahal, Chief Legal Officer, General Counsel and Secretary of our company, and she will serve as secretary of this meeting. Also in attendance is Anthony P. Carideo, 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. Madame Secretary, would you please provide us with a report regarding the calling of the meeting and the presence of a quorum?

Thank you, Mr. Chairman. I present to the meeting the company's notice of annual meeting and a proxy. An affidavit is with the inspector of election, attesting to the fact that a notice of Annual General Meeting and a proxy were mailed beginning on or about April 7, 2022, to all shareholders of the record at the close of business on March 7, 2022, referred to as the record date. This affidavit with exhibits is available for examination by any shareholder present. In addition, the complete alphabetical list of the 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 683,575,840 ordinary shares, each share being entitled to 1 vote as of the record date. We have present, in person or by proxy, holders of record of 611,629,293 ordinary shares, and there are at least 2 shareholders physically present at the meeting, altogether representing 89.47% of the company's ordinary shares entitled to vote at this meeting, thereby establishing that a quorum is present. Over to you, Mr. Chairman.

Thank you, Madame 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 and purpose on the matters -- 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. And unless you wish to change your vote, it will not be necessary for you to sign any written ballot at this meeting in attendance with the company's memorandum and Articles of Association. Each ordinary share shall be entitled to 1 vote per share. The next order of our business is the presentation of the matters to be voted on at today's meeting. As stated in the Notice of Annual General Meeting, the purpose of this meeting is to allow our shareholders to vote on 6 proposals, each as described in the notice. Madame Secretary, please present the report of the inspector of election with respect to each proposal.

Mr. Chairman, we have been informed by the inspector of election as follows: as to proposal 1, to elect the 13 directors to serve until the 2023 Annual General Meeting or until their successors are duly elected and qualified. Each of Jerre Stead, Valeria Alberola, Michael Angelakis, Jane Okun Bomba, Usama N. Cortas, Konstantin Gilis, Balakrishnan S. Iyer, Adam T. Levyn, Anthony Munk, Richard Roedel, Andrew Snyder, Sheryl von Blucher 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 authorize the company to repurchase its ordinary shares in open-market transactions on the terms 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 to proposal 3, to authorize the company to repurchase its ordinary shares from any shareholder party to that certain Registration Rights Agreement with the company dated as of October 1, 2020, as amended. The proposal has been approved by both: one, 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 simple majority of the votes cast by or on behalf of the shareholders entitled to vote in person or represented by proxy, excluding for the purpose of disclose, the votes cast by a shareholder party with respect to share repurchases from such a shareholder party. As to proposal 4, to authorize the company to repurchase its 5.25% Series A mandatory convertible preferred shares in open-market transactions on the terms 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 to proposal 5, 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 the 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, Madame Secretary. Based on the report of the inspector of election, I'm very pleased to declare that all director candidates have been elected and all proposals have been approved by the shareholders. I'd like to thank our shareholders for their attendance. There being no further business before the Annual General Meeting, I declare this meeting adjourned. The company very much values the views of its 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. Goodbye.