Clarivate Plc (CLVT) Earnings Call Transcript & Summary

Good afternoon, and welcome to the General Meeting of the Shareholders of Clarivate Plc. We are also webcasting this afternoon proceedings for those of our shareholders unable to attend the meeting in person. My name is Andy Snyder. I'm Chair of Clarivate Plc Board. I will serve as Chair for this 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 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 Inspector of Election and has signed his oath of office. His oath is hereby made part of the record of this meeting. Madame Secretary, would you please provide us with the report regarding the calling of the meeting and presence of a quorum?

Thank you, Mr. Chairman. I present to the meeting, the company's Notice of General Meeting and Proxy. An affidavit is with the Inspector of Elections attesting to the fact that a Notice of General Meeting and Proxy were mailed beginning on or about June 27, 2023, to all shareholders of record at the close business on June 22, 2023, the record date. This affidavit and -- with the 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 776,072,682 [Audio Gap] outstanding, each share being entitled to one vote as of the record date. We have present in person or by proxy holders of record of 603,563,963 ordinary shares, and there are at least 2 shareholders physically present at the meeting, altogether representing 89.27% of the company's ordinary shares entitled to vote at this meeting, thereby establishing that a quorum is present.

Thank you, Madame Secretary. The affidavit is accepted. Based on the report of the Secretary and the Inspector of Election, the proper notice has been given and quorum is present. Accordingly, this meeting is properly convened. Voting in person on the matters being 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 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 will be entitled to 1 vote per share. Next order of business is the presentation of the matters to be voted on at today's meeting as stated in the Notice of General Meeting. The purpose of the meeting is to allow our shareholders to vote on one proposal as described in the notice. Madame Secretary, please present the report of the Inspector of Election with respect to the proposal.

Mr. Chairman, we have been informed by the Inspector of Election as follows: as to the open-market share repurchase proposal to authorize the company to repurchase its ordinary shares in an open-market transaction, the proposal has been approved by at least 2/3 of the votes cast by or on behalf of the shareholders entitled vote in person or represented by proxy.

Thank you, Madame Secretary. Based on the report of the Inspector of Election, I'm pleased to declare the proposal has been approved by the shareholders. I would like to thank our shareholders for their attendance. There being no further business before the 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 generalmeeting2023@clarivate.com. Thank you all very much for attending.