🧾 What This Document Is

This is a DEF 14A filing, also known as a proxy statement. It's the official invitation and rulebook for Clarivate's 2026 Annual General Meeting (AGM). Think of it as the company telling shareholders, "Here's what we want to vote on, who's running the show, and how you can have your say."

👉 Why it matters: Shareholders own the company, but they can't all show up to vote. This document lets them appoint someone (a "proxy") to vote for them and provides all the information needed to make informed decisions on key company matters.

🏢 What The Company Does

In simple terms, Clarivate is a global provider of data, analytics, and intellectual property solutions. They help businesses, governments, and researchers solve complex problems, primarily in the realms of science, academia, legal, and brand protection. Imagine them as a giant, sophisticated librarian and analyst for the world's innovation and research data.

Stock Symbol: CLVT (traded on the NYSE)
Headquarters: 70 St. Mary Axe, London EC3A 8BE, United Kingdom

📅 The Big Event: 2026 Annual Meeting

When: Thursday, May 14, 2026, at 1:00 p.m. BST (British Summer Time).
Where: Company Headquarters, 70 St. Mary Axe, London, UK.
Record Date: If you owned Clarivate shares by the close of business on March 16, 2026, you get to vote.
How to Vote: You can vote online (www.proxyvote.com), by email ([email protected]), by mail, or in person at the meeting.

👉 Key Date: The deadline to vote online or by email is May 13, 2026. If mailing your proxy card, send it by April 28, 2026 so it arrives on time.

👥 Meet the Board: Director Nominees

The Board is like the company's board of directors for oversight. Clarivate wants shareholders to re-elect 10 directors for one-year terms. Here’s the slate:

Andrew Snyder (Chair) – CEO of Cambridge Information Group
Jane Okun Bomba – President, Saddle Ridge Consulting
Kenneth Cornick – Former President & CFO, Clear Secure, Inc.
Usama N. Cortas – Partner, Leonard Green & Partners
Suzanne Heywood – COO, Exor N.V.
Adam T. Levyn – Partner, Leonard Green & Partners
Anthony Munk – Vice Chairman, Onex Corporation
Wendell Pritchett – Professor, University of Pennsylvania
Saurabh Saha – Former CEO, Centessa Pharmaceuticals
Matti Shem Tov – CEO of Clarivate (the only non-independent director)

👉 Key Takeaway: 9 of the 10 nominees are considered independent. The Board is led by a separate, independent Chair (Mr. Snyder), which is a strong governance practice. Note that Mr. Cortas and Mr. Levyn were nominated due to an agreement with investor Leonard Green & Partners, and Ms. Heywood was nominated per an investment agreement with Exor N.V.

🗳️ The Three Big Votes (Proposals)

Shareholders will vote on these three proposals:

1. Proposal 1: Re-Elect the 10 Directors

Each director needs a simple majority of votes cast to be re-elected.

2. Proposal 2: Approve Executive Compensation (Advisory Vote)

This is the "Say-on-Pay" vote. Shareholders are asked if they approve how the top executives are paid.
Why it matters: While non-binding, it's a crucial signal to the Board about shareholder sentiment on pay practices. The Board recommends voting FOR.

3. Proposal 3: Ratify the Auditors

Shareholders are asked to ratify the Board's choice of PricewaterhouseCoopers LLP (PwC) as the company's auditor for 2026 and to let the Board set their fees.
The Board recommends voting FOR this proposal.

⚖️ Corporate Governance & Board Structure

Clarivate highlights its strong governance practices:

Separation of Chair & CEO: Andrew Snyder (independent) is Chair, Matti Shem Tov is CEO.
All Independent Committees: The Audit, Compensation, Nominating, and Finance committees consist entirely of independent directors.
Board Meetings: The Board met 7 times in 2025, and attendance was strong.
Key Committees & Chairs:
- Audit Committee: Chaired by Kenneth Cornick.
- Human Resources & Compensation Committee: Chaired by Jane Okun Bomba.
- Nominating & Governance Committee: Chaired by Wendell Pritchett.
- Finance Committee: Chaired by Usama N. Cortas.

👉 Risk Oversight: The Board, through its committees, actively oversees major risks, from financial and operational issues to cybersecurity and strategy.

💼 Executive Compensation Snapshot

The proxy includes a detailed "Compensation Discussion and Analysis" (CD&A) explaining the pay philosophy for top executives. The core message is that pay is designed to align with company performance and shareholder interests, using a mix of salary, annual bonuses, and long-term equity awards (like stock).

A key table shows the total compensation for the "Named Executive Officers" (NEOs) for 2025. For example, CEO Matti Shem Tov's total 2025 compensation was $9,519,315, primarily driven by a large equity award.

👉 Why it matters: This section explains why executives are paid what they are, tying it to company goals. The advisory "Say-on-Pay" vote is your chance to approve or disapprove of this structure.

🔍 The Details: How to Vote & Attend

Quorum Needed: At least a simple majority of voting shares must be present (in person or by proxy) for the meeting to be valid.
Broker Non-Vote: If your broker doesn't get your voting instructions, they can vote your shares on the "routine" auditor ratification (Proposal 3) but cannot vote on director elections (Proposal 1) or executive pay (Proposal 2). So, to have your say on the important stuff, you must vote.
Attending in Person: If you want to go to London, you're encouraged to request an admission ticket in advance by May 11, 2026, by contacting the General Counsel. Bring your proof of share ownership and a photo ID.

🧠 The Analogy

Clarivate's AGM is like a major university's board meeting. The shareholders (like the university's donors and stakeholders) are asked to vote on renewing the appointments of the board trustees (the directors), to voice their opinion on the dean's (CEO's) compensation package, and to approve the external financial auditors (the university's independent accounting firm). The proxy statement is the detailed booklet explaining who each trustee is, what they've accomplished, and what exactly is being proposed for a vote.

📇 Key Contacts & People

Board Chair: Andrew Snyder
CEO: Matti Shem Tov
CFO: Jonathan Collins
General Counsel & Corporate Secretary: John Doulamis
For Proxy Questions/Voting:
- Email: [email protected]
- Phone: +44 207 4334000
- Mailing Address: Clarivate Plc, Attention: General Counsel, 70 St. Mary Axe, London EC3A 8BE, United Kingdom
Independent Auditor: PricewaterhouseCoopers LLP (PwC)
Proxy Solicitor: D.F. King & Co., Inc.

🧩 Final Takeaway

Clarivate's 2026 AGM is a routine but crucial check-in where shareholders are asked to renew the board's mandate, approve the executive pay plan, and ratify the auditor. The document highlights a well-structured, independent board focused on governance. Your most important action is to VOTE your shares—especially on director elections and executive pay—before the May 13 deadline to ensure your voice is heard.

CLARIVATE PLC — DEF 14A Filing