8-K
CLARIVATE PLC (CLVT)
UNITED STATESSECURITIES 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): July 6, 2021 (June 30, 2021 )
CLARIVATE PLC
(Exact name of registrant as specified in itscharter)
| Jersey, Channel Islands | 001-38911 | N/A |
|---|---|---|
| (State or other jurisdiction <br><br> of incorporation or organization) | (Commission<br><br> File Number) | (I.R.S. Employer <br><br> Identification No.) |
Friars House 160 Blackfriars Road London SE1 8EZ United Kingdom
(Address of Principal Executive Offices)
(Registrant’s
telephone number, including area code) (44) 207-433-4000
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:
| ¨ | Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary shares | CLVT | New York Stock Exchange |
| 5.25% Series A Mandatory Convertible Preferred Shares, no par value | CLVT PR A | New York Stock Exchange |
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. ¨
Item 5.02 Departure of Directors or CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)
Jeffrey Roy, the President, IP Group of Clarivate Plc (the “Company”), and Stephen Hartman, the Company’s General Counsel and Global Head of Corporate Development, will depart from their respective positions. The effective dates of departure of Messrs. Roy and Hartman is subject to ongoing discussion.
Jaspal Chahal will assume the role of Chief Legal Officer & General Counsel of the Company and Gordon Samson will assume the role of President, IP Group of the Company. These changes are effective as of July 1, 2021.
The Company’s press release dated July 6, 2021 announcing these management changes is attached hereto as Exhibit 99.1.
(e)
On June 30, 2021, the Human Resources and Compensation Committee of the Company’s Board of Directors adopted and approved the Executive Severance Plan of Clarivate Plc (the “Plan”), effective June 30, 2021, covering, among others, the Company’s named executive officers (other than the Chief Executive Officer). Capitalized terms and phrases used but not defined herein will have the respective meanings given to them in the Plan.
The Plan was adopted to provide severance benefits to current and future participants in the event of certain qualifying termination of employment scenarios, except as otherwise provided under employment or service agreements between the Company and any such participants.
Under the Plan, in the event of the termination of a participant’s employment by the Company or an affiliate without Cause, the participant will generally be eligible for the following payments and benefits:
| · | A cash amount equal to: |
|---|---|
| o | 18 months of the participant’s base salary as of the termination date; plus |
| --- | --- |
| o | 1.5 times the participant’s target annual cash bonus for the year of termination. |
| --- | --- |
| · | Accelerated vesting of any restricted stock units held by the participant and outstanding under the Clarivate<br>Plc 2019 Incentive Award Plan (the “Equity Plan”) that would otherwise have vested over the 18-month period immediately following<br>the participant’s termination of employment, had the participant remained employed with the Company during such period. |
| --- | --- |
| · | The extension of the timeframe in which the participant is entitled to exercise any vested stock option<br>outstanding under the Equity Plan that the participant holds as of the date of his or her termination of employment, until the date that<br>is the two-year anniversary of December 31^st^ of the year in which the participant’s termination of employment occurs,<br>or if earlier, the expiration date of any such stock option. |
| --- | --- |
| · | A lump sum cash payment equal to 18 months of COBRA premium payments for participation in the group health<br>insurance plan in which the participant was enrolled as of the termination date. |
| --- | --- |
If a participant’s employment is terminated by the Company or an affiliate without Cause during the 12-month period immediately following a Change in Control, the participant will generally be eligible for the following payments and benefits:
| · | A cash amount equal to: |
|---|---|
| o | 24 months of the participant’s base salary as of the termination date; plus |
| --- | --- |
| o | 2 times the participant’s target annual cash bonus for the year of termination. |
| --- | --- |
| · | The same treatment of vested stock options as described above. |
| --- | --- |
| · | A lump sum cash payment equal to 24 months of COBRA premium payments for participation in the group health<br>insurance plan in which the participant was enrolled as of the termination date. |
| --- | --- |
The foregoing severance benefits are subject to the participant’s execution of a general release of claims against the Company, as well as continued compliance with any restrictive covenants to which the participant may be subject.
The foregoing description is only a summary and is qualified in its entirety by reference to the full text of the Plan, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021.
Item 9.01. FinancialStatements and Exhibits
(d) Exhibits.
| No. | Description |
|---|---|
| 99.1 | Press release issued by Clarivate Plc dated July 6, 2021 |
| 104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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.
| CLARIVATE PLC | ||
|---|---|---|
| Date: July 6, 2021 | By: | /s/ Jerre Stead |
| Name: | Jerre Stead | |
| Title: | Executive Chairman & Chief Executive Officer | |
| Exhibit 99.1 | ||
| --- |
Press release
Clarivate Announces Changes to Executive LeadershipTeamand Adds Chief Revenue Officer
Accelerating its growth strategy
London, U.K., July 6, 2021 – Clarivate Plc (NYSE:CLVT), a global leader in providing trusted information and insights to accelerate the pace of innovation, today announced important changes to its senior leadership team and is pleased to welcome two new executives to the company. SteenLomholt-Thomsen will join on August 2 in the newly created position of Chief Revenue Officer and Jaspal (Jas) Chahal joins today as Chief Legal Officer and General Counsel. Gordon Samson, currently Clarivate head of APAC, will step into the role of President, IP Group effective immediately. Steve Hartman, General Counsel and Head of Corporate Development, and JeffRoy, President, IP Group have stepped down to pursue opportunities outside Clarivate.
“This is a transformative time for Clarivate as we integrate our recent acquisitions and build on our combined industry-leading technology and globally recognized brands. Steen, Jas and Gordon are accomplished, forward thinking and goal-oriented executives whose leadership has resulted in significant growth in their previous roles,” said Jerre Stead, Chairman and CEO, Clarivate. “The addition of these executives further strengthens our ability to innovate for customers and capitalize on attractive growth opportunities as we create new products and services for our customers, a great place to work for our colleagues and incremental value for our shareholders.”
“On behalf of all our colleagues, I want to thank Steve and Jeff for their many contributions to Clarivate. We wish them well with their future endeavors.”
Since going public in May 2019, Clarivate has grown rapidly through both organic growth and a series of strategic acquisitions, including Decision Resources Group (DRG), CPA Global and, subject to customary closing conditions, the proposed acquisition of ProQuest announced on May 17.
In recent months, it has laid out a multi-year strategy to bring together its wide range of leading information, data and services into an integrated suite of solutions to address the compelling needs of its customers to be able to make data-informed, fact-based decisions with confidence. Clarivate is now introducing several strategic changes to its executive leadership team that will accelerate this transformation and deliver faster benefits to both customers and investors.
Steen Lomholt-Thomsen, in the new role of Chief Revenue Officer, will lead the revenue and customer engagement strategy with a focus on revenue growth and customer delight. Steen is a seasoned sales and business leader with a proven track record for growing revenue as well as building and coaching world-class teams. He brings over 25 years’ experience in global sales leadership and organizational transformation having previously held positions with IBM, HP, IHS Markit and most recently, AVEVA.
Jas Chahal is an accomplished lawyer and brings over 25 years of corporate, commercial and legal experience gained working for a range of diverse industries and US-listed information services companies. As Clarivate grows in both size and complexity, it will benefit from her deep experience in commercial transactions, M&A, employment and compliance law. Prior to joining Clarivate, Jas held various General Counsel roles at Brunel University London, IHS Markit and Acxiom Corp and most recently, Sabre Corp.
Gordon Samson has already added tremendous value to Clarivate, helping to transform the strategy and structure of the company’s APAC region. In his new role as President of the IP Group, he will accelerate the integration of CPA Global and align the IP products and services into a connected, end-to-end proposition that helps customers strategically protect and manage their intellectual property. Gordon joined Clarivate from CPA Global in October 2020 and has a long and successful track record of driving organizational transformation in the IP industry and beyond.
#
About Clarivate
Clarivate™ is a global leader in providing solutions to accelerate the lifecycle of innovation. Our bold mission is to help customers solve some of the world’s most complex problems by providing actionable information and insights that reduce the time from new ideas to life-changing inventions in the areas of science and intellectual property. We help customers discover, protect and commercialize their inventions using our trusted subscription and technology-based solutions coupled with deep domain expertise. For more information, please visit clarivate.com.
Forward-Looking Statements
This press release and any statements included herein may contain forward-looking statements regarding Clarivate. Forward-looking statements provide current expectations or forecasts of future events and may include statements regarding results, anticipated events and other future expectations. These statements involve risks and uncertainties including factors outside of the control of Clarivate that may cause actual results to differ materially. Clarivate undertakes no obligation to update or revise the statements made herein, whether as a result of new information, future events or otherwise.
| Clarivate media contact | Clarivate investor relations contact |
|---|---|
| Tabita Seagrave, Head of Global Corporate Communications | Mark Donohue, Head of Investor Relations |
| media.enquiries@clarivate.com | investor.relations@clarivate.com |