Clarivate Plc (CLVT) Earnings Call Transcript & Summary

Good afternoon, everyone, and welcome to 2024 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. In accordance with the company's Articles of Association, only shareholders attending the meeting in person may be counted towards quorum to vote at the meeting. My name is Andy Snyder. I'm the Chairman of Clarivate Plc Board. I'll be serving as Chairman for this meeting. On behalf of the company, I'd like to welcome all 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. Representatives of PricewaterhouseCoopers LLP, our independent registered accountants, are also present today. In attendance by telephone is Anthony Carideo, who has been appointed to serve as the Inspector of Elections and has signed his oath of office, which oath is hereby made part of the record of this meeting. John Doulamis, Deputy General Counsel of the company, will serve as Secretary of the Meeting. Mr. Secretary, would you please provide us with a report regarding the Notice of the Meeting and the presence of a quorum.

Thank you, Mr. Chairman. I present to the meeting the company's Notice of Annual General Meeting and Proxy. An affidavit is with the Inspector of Elections attesting to the fact that a notice of the Annual General Meeting and proxy were mailed on or about March 25, 2024, to all shareholders of record at the close of business on March 8, 2024, record date. This affidavit with exhibits is available for examination by any shareholder present and will be incorporated into the minutes of this meeting. In addition, the 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 available at this meeting for inspection by the shareholders. There are a total of 668,143,386 ordinary shares, each share being entitled to 1 vote as of the record date. We have present in person or by proxy holders of more than 50% of the company's ordinary shares entitled to vote at this meeting, and there are at least 2 shareholders present in proxy at the 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 matters will be by ballot in accordance with the company's Articles of Association. Each ordinary share is entitled to 1 vote per share. The company's annual report and accounts for the financial year ended December 31, 2023, together with the reports of the directors and the auditor for today's meeting in accordance with the company's articles [indiscernible] Jersey Law and are available for inspection. 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 Annual General Meeting, the purpose of the meeting is to allow us to vote on 3 proposals, each as described in the notice. I will take the notice of this meeting is read. Polls are now open for voting on the 3 proposals, each as described in the notice. Proxy cards are available and will be given to all shareholders wishing to vote. If you have already voted and delivered a proxy to the company, there is no need to vote again as your shares will be voted in the manner you have specified in that proxy. If you have not voted or if you would like to change your vote, you may date and sign a proxy card given to you by raising your hand to return it to John. Polls are now closed. Mr. Secretary, please present the report of the Inspector of Elections with respect to each proposal.

We need to get a minute to compile the final report they I just received. Mr. Chairman, we've been informed by the Inspector of Elections as follows. As to the Proposal 1: to elect 12 directors to serve in the 2025 General Meeting or until their successors are duly elected to qualify, each of Andrew Snyder, Jonathan Gear, Valeria Alberola, Michael Angelakis, Jane Okun Bomba, Usama N. Cortas, Suzanne Heywood, Adam T. Levyn, Anthony Munk, Wendell Pritchett, Richard W. Roedel, and Saurabh Saha has received affirmative votes by at least the 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 the majority of the votes cast by or on behalf of the shareholders entitled to vote or represented by proxy. As to Proposal 3: to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accountants, the proposal has been approved by 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 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. I'd like to thank our shareholders in attendance. There being no further business before the Annual General Meeting, I declare this meeting closed. 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 agm2024@clarivate.com. Thank you all very much for attending.