8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 11, 2022 (May5, 2022 )

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

(State or other jurisdiction of incorporation or organization)

001-38911

(Commission File Number)

N/A

(I.R.S. Employer Identification No.)

70 St. Mary Axe

London

EC3A

8BE UnitedKingdom

(Address of Principal Executive Offices)

(44)

207-433-4000

**** Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On May 5, 2022, Clarivate Plc (“Clarivate” or the “Company”) held its 2022 Annual General Meeting of Shareholders. At that meeting, the shareholders considered and acted upon six proposals pursuant to the Notice of Annual General Meeting of Shareholders and as described in more detail in the Company’s definitive proxy statement dated April 7, 2022 (the "Proxy Statement"). Of 683,575,840 shares outstanding and entitled to vote as of March 7, 2022 (the “Record Date”), the holders of record of 611,629,293 shares were present at the meeting either in person or by proxy. All proposals on the agenda were approved by the shareholders. Below are the final voting results.

(1)                  Shareholders elected the individuals named below to serve as directors of Clarivate, with their terms expiring at the Company’s 2023 Annual General Meeting. Election of each director required approval by a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

(2)                 Shareholders approved Clarivate’s proposal to engage in open-market share repurchases of its ordinary shares. Approval required two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

(3)                 Shareholders approved a proposal to authorize share repurchases of Clarivate’s ordinary shares from any Shareholder Party to that certain Registration Rights Agreement with the Company dated as of October 1, 2020, as amended. Approval required both (i) two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy and (ii) 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 purposes of this clause (ii) votes cast by a Shareholder Party with respect to share repurchases from such Shareholder Party.

(4)                 Shareholders approved Clarivate’s proposal to engage in open-market share repurchases of its 5.25% Series A Mandatory Convertible Preferred Shares. Approval required two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

(5)                 Shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers. Approval required at least a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

(6)                 Shareholders ratified the appointment of PricewaterhouseCoopers LLP to serve as Clarivate’s independent registered public accounting firm for 2022. Ratification required a simple majority of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.

Date of 2023 Annual General Meeting of Shareholders

Clarivate’s 2023 Annual General Meeting of Shareholders will be held on May 4, 2023. Further details will be provided in the proxy statement for the meeting.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.