Form 8-K - Current report

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): July 24, 2024 (July 23, 2024)

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands

(State or other jurisdiction of incorporation or organization)

001-38911	N/A
(Commission File Number)	(I.R.S Employer Identification No.)

70 St. Mary Axe

London EC3A 8BE
United Kingdom

(Address of Principal Executive Offices)(Zip Code)

(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 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 Exchange Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Ordinary Shares		CLVT		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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 23, 2024, Richard Roedel notified Clarivate Plc (the “Company”) of his retirement from the Board of Directors of the Company, effective as of December 31, 2024. Mr. Roedel confirmed that his decision to retire is due to health reasons and not as a result of any disagreement between him and the Company, its management, the Board of Directors, or any committee thereof.

The Company’s press release dated July 24, 2024 announcing this change is attached hereto as Exhibit 99.1.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

	No.	Description
	99.1	Press release issued by Clarivate Plc dated July 24, 2024
	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, hereunto duly authorized.

	CLARIVATE PLC

Date: July 24, 2024	By:	/s/ Melanie D. Margolin
	Name: Melanie D. Margolin
	Title: Executive Vice President, Chief Administrative and Legal Officer

EXHIBIT 99.1

Clarivate Director Richard Roedel to Retire from Board of Directors

Valeria Alberola to Succeed as Audit Committee Chair

LONDON, July 24, 2024 – Clarivate Plc (NYSE: CLVT), a leading global provider of transformative intelligence, announced today that Richard Roedel will retire from the Board of Directors (the “Board”) for health reasons, effective December 31, 2024. The Board expects Valeria Alberola, a member of the Board since May 2021, and a member of its Audit and Finance Committees, to succeed Mr. Roedel as Chair of the Audit Committee.

Andy Snyder, Board Chair, Clarivate, said: “On behalf of the Board, I want to thank Rich for his leadership and dedication to our Board since 2020 and wish him well. The Company is fortunate to have a strong successor to Rich in Valeria at the helm of the Audit Committee, and we look forward to a smooth transition over the coming months.”

Ms. Alberola brings over 25 years of global experience in corporate finance, investment banking, sustainable investments, operations and strategic management consulting. From January 2019 until March 2024, Ms. Alberola served as Chief Executive Officer of Zoma Holdings, LLC following her tenure as its Chief Operating Officer from 2017 to December 2018. Previously she was the Chief Financial Officer of Bridge Education Group, Inc., a global education company, and a partner at Q Advisors LLC, an investment banking firm, advising on M&A and debt and equity financings for technology and telecommunications clients. Ms. Alberola received a B.S. in Economics and Business Administration from the Pontificia Universidad Católica de Chile and an M.B.A. from the Kellogg School of Management at Northwestern University, where she was a Fulbright scholar.

About Clarivate

Clarivate™ is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government, Intellectual Property and Life Sciences & Healthcare. For more information, please visit clarivate.com.

Forward-Looking Statements

This communication contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management's current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like "aim," "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "forecast," "future," "goal," "intend," "likely," "may," "might," "plan," "potential," "predict," "project," "see," "seek," "should," "strategy," "strive," "target," "will," and "would" and similar expressions, and variations or negatives of these words. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management's current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption "Risk Factors" in our most recent annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission ("SEC"). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.

Media contact:

Amy Bourke-Waite, Senior Director, Corporate Communications

newsroom@clarivate.com

Investor Relations Contact 
Mark Donohue, Head of Investor Relations 
investors@clarivate.com

Cover	Jul. 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 23, 2024
Entity File Number	001-38911
Entity Registrant Name	CLARIVATE PLC
Entity Central Index Key	0001764046
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	Y9
Entity Address, Address Line One	70 St. Mary Axe
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	EC3A 8BE
City Area Code	44
Local Phone Number	207-433-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares
Trading Symbol	CLVT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false