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Section 1: 8-K (FORM 8-K)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 23, 2020

CLARIVATE ANALYTICS PLC
(Exact name of registrant as specified in its charter)


Jersey, Channel Islands
001-38911
N/A
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer 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

N/A
(Former name or former address, if changed since last report)

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 the Securities Act (17 CFR 230.425)

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Ordinary shares
CCC
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 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.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 7.01.
Regulation FD Disclosure

On April 23, 2020, as a result of the ongoing COVID-19 coronavirus pandemic, Clarivate Analytics Plc (“Clarivate”) issued a press release announcing an update to the logistics of its 2020 Annual General Meeting of Shareholders (“AGM”), scheduled to be held at 2:00 p.m. BST on Thursday, May 7, 2020. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report and incorporated by reference herein.

Shareholders may listen to the AGM through our webcast or conference call beginning at 2:00 p.m. BST on Thursday, May 7, 2020 via:

Event address for attendees:
https://clarivatewebinars.webex.com/clarivatewebinars/onstage/g.php?MTID=ed40088458d1750607651d643a993c8fa
Event number:
667 453 471
Event password:
clarivate2020
Audio conference:
To receive a call back, provide your phone number when you join the event, or call the number below and enter the access code.
   
US Toll
   
+1-415-655-0001
   
Show all global call-in numbers
   
Access code: 667 453 471

Any shareholder wishing to submit a question in connection with the AGM may do so at any time by emailing [email protected]

The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.
Financial Statements and Exhibits

(d) Exhibits.

No.
 
Description
 
Press release dated April 23, 2020


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.

Date:          April 23, 2020
CLARIVATE ANALYTICS PLC
     
 
By:
/s/ Richard Hanks
   
Richard Hanks
   
Chief Financial Officer


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Section 2: EX-99.1 (EXHIBIT 99.1)


Exhibit 99.1
      
     News Release

Clarivate Announces Updates to Logistics of 2020 Annual General Meeting of Shareholders

—Updates arrangements in light of the ongoing COVID-19 pandemic—

London, UK, & Philadelphia, US, April 23, 2020 Clarivate Analytics plc (NYSE:CCC) (“Clarivate”), was scheduled to hold its 2020 Annual General Meeting of Shareholders (“AGM”) at 2:00 p.m. BST on Thursday, May 7, 2020, at Hotel Sofitel London St. James, 6 Waterloo Place, St. James’s, London SW1Y 4AN, United Kingdom. However, as a result of the ongoing COVID-19 coronavirus pandemic, UK authorities have issued stay-at-home orders that restrict public gatherings of more than two people. In order to do our part to assist in protecting the health and well-being of our shareholders and employees, Clarivate will adhere to all government and public health authority guidance to limit the spread of COVID-19. As a result, Clarivate has decided to make the following changes to the logistics for the AGM:


We are not permitted to hold a virtual-only AGM under the terms of our governing documents, and therefore, we currently plan to hold the AGM at 2 Sydney Terrace, The Green, Claygate, Surrey KT10 0JJ, United Kingdom. However, in order to comply with the stay-at-home orders and public health directives, shareholders will not be permitted to attend the AGM, and anyone seeking to attend the meeting in person will be refused entry.


In order to keep in-person AGM attendance to the bare minimum and observe proper social distancing measures for the small number of people required to attend, our advisers and other guests have also been asked not to attend.


Shareholders are strongly encouraged to vote and submit their proxy by internet, by email or by signing and returning the proxy card that was included in the Notice of Annual General Meeting sent to shareholders on April 10, 2020.


Shareholders may listen to the meeting through our webcast or conference call. However, participation through these means will not constitute formal attendance at the AGM. Our broadcast will begin at 2:00 p.m. BST on Thursday, May 7, 2020 and shareholders may join via:

Event address for attendees:
https://clarivatewebinars.webex.com/clarivatewebinars/onstage/g.php?MTID=ed40088458d1750607651d643a993c8fa
Event number:
667 453 471
Event password:
clarivate2020
Audio conference:
To receive a call back, provide your phone number when you join the event, or call the number below and enter the access code.
   
US Toll
   
+1-415-655-0001
   
Show all global call-in numbers
   
Access code: 667 453 471


The Company values the views of its shareholders, and any shareholder wishing to submit a question in connection with the AGM may do so by emailing [email protected]  While we may not be able to address your questions during the AGM, we will respond promptly.

Clarivate is actively monitoring the evolving COVID-19 coronavirus situation. If we determine further changes to any of the logistics for the Annual General Meeting are necessary due to developments relating to the COVID-19 coronavirus or otherwise, we will provide notice to shareholders through a press release and the filing of a Current Report on Form 8-K.

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About Clarivate
ClarivateTM is a global leader in providing trusted insights and analytics to accelerate the pace of innovation. We have built some of the most trusted brands across the innovation lifecycle, including the Web of Science(TM), Cortellis(TM), Derwent(TM), CompuMark(TM), MarkMonitor(TM) and Techstreet(TM). Today, Clarivate Analytics is on a bold entrepreneurial mission to help customers reduce the time from new ideas to life-changing innovations. For more information, please visit clarivate.com.

Media Contact
Tabita Seagrave, Head of Global Corporate Communications
Investor Relations Contact
Mark Donohue, Head of Investor Relations


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