Item 5.07. Submission of Matters to a Vote of Security Holders

On May 7, 2020, Clarivate Plc held its 2020 Annual General Meeting of Shareholders. All proposals on the agenda were approved by the shareholders. For more information on the proposals, see Clarivate's proxy statement for the 2020 Annual General Meeting of Shareholders, filed as Exhibit 99.1 to our Current Report on Form 8-K on April 10, 2020. Below are the final voting results.

(1) Shareholders elected the individuals named below to serve as Class I directors of Clarivate, with a term expiring at the 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.





Nominee                    For        Against    Abstain   Broker Non-Votes

Sheryl von Blucher 329,964,364 4,128,295 453,473 5,724,333 Jane Okun Bomba 334,118,808 285,493 141,831 5,724,333 Balakrishnan S. Iyer 334,073,532 303,935 168,665 5,724,333 Richard W. Roedel 328,021,795 6,356,132 168,205 5,724,333

Pursuant to the Amended and Restated Shareholders Agreement dated as of January 14, 2019, as amended as of April 10, 2020, Onex Partners Advisor LP and Baring Private Equity Asia Group Limited and their affiliates ("Onex" and "Baring," respectively, and collectively, the "Private Equity Sponsors") agreed to vote their ordinary shares in favor of the above nominees.

(2) Shareholders approved a change of the company's name to "Clarivate Plc." Approval required two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.





For       340,035,344
Against        23,820
Abstain       211,301

(3) Shareholders approved the proposed amendments to Clarivate's memorandum and articles of association. Approval required two-thirds of the votes cast by, or on behalf of, the shareholders entitled to vote in person or represented by proxy.





For                271,097,022
Against             63,298,629
Abstain                150,481
Broker non-votes     5,724,333

A copy of Clarivate's Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1.

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





For                308,047,996
Against             25,356,437
Abstain              1,141,699
Broker non-votes     5,724,333

(5) Shareholders approved Clarivate's proposal to engage in share repurchases from the Private Equity Sponsors. 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 the applicable Private Equity Sponsor.





 Votes Cast by All Shareholders
For                  308,591,652
Against               24,664,012
Abstain                1,290,468
Broker non-votes       5,724,333




 Excluding Votes Cast by Onex
For                216,351,621
Against             24,664,012
Abstain              1,290,468
Broker non-votes     5,724,333




 Excluding Votes Cast by Baring
For                  272,720,529
Against               24,664,012
Abstain                1,290,468
Broker non-votes       5,724,333

(6) Shareholders ratified the appointment of PricewaterhouseCoopers LLP to serve as Clarivate's independent registered public accounting firm for 2020. 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.





For       339,997,543
Against        77,305
Abstain       195,617


Item 8.01. Other Events

Date of 2021 Annual General Meeting of Shareholders

Clarivate announced that its 2021 Annual General Meeting of Shareholders will be held on May 6, 2021. Further details will be provided in the proxy statement for the meeting.

Item 9.01. Financial Statements and Exhibits






 (d) Exhibits.




  No.                                Description
  3.1       Amended and Restated Memorandum and Articles of Association

  104     The cover page from this Current Report on Form 8-K formatted in Inline
          XBRL

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