Clarivate Plc (CLVT) Earnings Call Transcript & Summary

Good afternoon, and welcome to the 2023 Annual General Meeting of the Shareholders of Clarivate Plc. We are also webcasting this afternoon's proceedings for those of our shareholders unable to attend the meeting in person. My name is Andy Snyder. I'm the Chair of Clarivate Plc Board. I will be serving as Chair for this meeting. On behalf of the company, I would like to welcome all of our shareholders and now call the meeting to order. I am joined today by the members of our Board, our executive officers, including Jonathan Gear, Clarivate's CEO; and Jas Chahal, Chief Legal Officer, General Counsel and Secretary of the company, who will serve as Secretary of this meeting. Also in attendance is Anthony 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 of this meeting. Madam Secretary, would you please provide us with the report regarding the calling of the meeting and presence of 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 Annual General Meeting and Proxy were mailed beginning on or about March 23, 2023, to all shareholders of record at the close of business on March 6, 2023, 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 shareholders. As attested in the report of the Inspector of Election, there are a total of 675,544,848 ordinary shares, each share being entitled to one vote as of the record date. We have present in proxy -- in person or by proxy holders of record of 560,469,918 ordinary shares, and there are at least 2 shareholders physically present at the meeting, altogether representing 82.96% of the company's ordinary shares entitled to vote at this meeting, thereby establishing that a quorum is present.

Thank you, Madam 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 have 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 accordance with the company's memorandum and Articles of Association, each ordinary share 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 Notice of the Annual General Meeting, purpose of the meeting is to allow our shareholders to vote on 3 proposals, each as described in the notice. Madam 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 11 directors to serve until the 2024 Annual General Meeting or until their successors are duly elected and qualified, each of Andrew Snyder, Jonathan Gear, Valeria Alberola, Michael Angelakis, Jane Okun Bomba, Usama Cortas, Adam Levyn, Anthony Munk, Richard Roedel, Wendell Pritchett and Saurabh Saha 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 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 3, 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, Madam Secretary. Based on the report of the Inspector of Election, I'm 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 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 agm2023@clarivate.com. Thank you all very much for attending.