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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 11, 2022 (July 7, 2022)

 

CLARIVATE PLC 

(Exact name of registrant as specified in its charter)

 

Jersey, Channel Islands

(State or other jurisdiction of incorporation or organization)

 

001-38911

(Commission File Number)

 

N/A

(I.R.S. Employer Identification No.)

 

70 St. Mary Axe 

London EC3A 8BE
United Kingdom

(Address of Principal Executive Offices)

 

(44) 207-433-4000

 Registrant’s telephone number, including area code

 

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 (see General Instruction A.2. below):

 

¨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 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(b)

 

On July 11, 2022, Clarivate Plc (the “Company”) announced that Jonathan Gear, age 51, will assume the role of Chief Executive Officer-Elect effective as of July 11, 2022, and will join the Board of Directors, which will be increased from 13 to 14 members. Mr. Gear will become the Chief Executive Officer of the Company on September 1, 2022.

 

Mr. Gear most recently served as Chief Financial Officer of IHS Markit Ltd. (“IHS Markit”), a position he held from February 2020 through February 2022, at which time IHS Markit completed its merger with S&P Global Inc. Prior to that, Mr. Gear served as Executive Vice President and President of Resources, Transportation, and CMS at IHS Markit since July 2016. Earlier, he served in multiple leadership roles across IHS Inc. (“IHS”). Prior to joining IHS in 2005, Mr. Gear held leadership positions at Activant Solutions Inc., smarterwork.com and Booz Allen Hamilton.

 

Jerre Stead, who has served as Executive Chair and Chief Executive Officer of the Company since 2019, is retiring from his Chief Executive Officer role effective September 1, 2022 and will continue as the non-executive Chair of the Board of Directors of the Company.

 

The Company’s press release dated July 11, 2022 announcing these management changes is attached hereto as Exhibit 99.1.

 

(e)

 

In connection with his appointment as Chief Executive Officer-Elect and a member of the Board of Directors of the Company, on July 7, 2022, the Company entered into an offer letter with Mr. Gear (the “Offer Letter”). The Offer Letter provides that Mr. Gear will receive an initial annual base salary of $900,000, a target annual bonus opportunity equal to 150% of his base salary under the Company’s annual incentive plan (pro-rated for 2022) and a target annual equity incentive compensation opportunity with an initial 2022 grant of restricted share units and performance-based restricted share units with a grant date target value equal to $6.5 million, and will be eligible to participate in the other benefit plans generally made available to the Company’s senior executives. In addition, the Offer Letter provides that on or around July 15, 2022, Mr. Gear will receive a one-time equity sign-on bonus of restricted share units, with an aggregate grant date value of $3.5 million (with the number of Company shares underlying the restricted share units calculated using the closing price of Company shares on the New York Stock Exchange on July 11, 2022), which will vest, subject to Mr. Gear’s service to the Company, as follows: (i) 40% on July 11, 2023, (ii) 40% on July 11, 2024 and (iii) 20% on July 11, 2025.

 

The foregoing description of the Offer Letter is only a summary and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2022.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

                 
No.   Description
99.1   Press release issued by Clarivate Plc dated July 11, 2022.
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 11, 2022 By: /s/ Jerre Stead
  Name:  Jerre Stead
  Executive Chair and Chief Executive Officer

 

 

 

 

 

Exhibit 99.1

 

Clarivate Announces Retirement of Chief Executive Officer Jerre Stead

and Appointment of Jonathan Gear as New CEO

 

London, U.K., July 11, 2022 – Clarivate Plc (NYSE:CLVT), a global leader in providing trusted information and insights to accelerate the pace of innovation, today announced that Jerre Stead, Executive Chair and Chief Executive Officer, is retiring from his CEO role effective September 1, 2022, but will continue as Non-Executive Chair of the Board of Directors. During Mr. Stead’s tenure as Clarivate CEO, the company has nearly tripled in size both in revenue and colleague population, delivered strong cash flow, completed multiple strategic acquisitions, and aligned into a customer- and colleague-centric enterprise.

 

With this transition, the board of directors has selected Jonathan Gear to succeed Mr. Stead. Mr. Gear is joining Clarivate as CEO-elect and a member of the board of directors on July 11, 2022. Mr. Gear will become Chief Executive Officer on September 1, 2022, at which time Mr. Stead will become Non-Executive Chair.

 

Mr. Gear brings 23 years of executive leadership experience in technology, data and information services companies, most recently as Chief Financial Officer of IHS Markit, where he helped guide the company through its successful merger with S&P Global. While at IHS Markit, Mr. Gear also served as President of the Energy, Transportation and CMS business segments, leading the P&Ls for approximately $2.6 billion in revenue. Mr. Gear holds a BA in Political Economics from the University of California-Berkeley and an MBA from Stanford University.

 

Mr. Stead said: “It has been my great honor to lead Clarivate as CEO over the past three years. With a solid strategic plan in place and the acceleration of growth being driven by an amazing team of colleagues around the world, I feel we are well-positioned for the future. I am looking forward to spending more time with Mary Joy, my wife and partner for over 60 years, our wonderful family, and working together to support Clarivate as well as our many charitable and community relationships across the globe.

 

“I have had the pleasure of working with Jonathan Gear for over 15 years and believe his experience coupled with his leadership capabilities are a perfect match for Clarivate,” Mr. Stead added. “He brings a deep understanding of our markets, our business model and the opportunities we have. I look forward to working with Jonathan as we continue our pursuit of excellence at Clarivate.”

 

Mr. Gear said: “This is a very exciting time to join Clarivate and become the company’s next CEO. We will continue our efforts to make Clarivate one of the best companies in the world and a valued partner for the customers we serve.”

 

Anthony Munk, Lead Independent Director for Clarivate, said: “Jerre Stead is such a remarkable leader and accomplished CEO, we feel great about the progress he’s driven across the company, most notably through the One Clarivate business model and building a leadership team prepared to partner with and deliver for customers, colleagues and shareowners around the word. We are particularly pleased that we have been able to bring a high-caliber executive such as Jonathan Gear to Clarivate as our next CEO as he leads the company into an exciting future.“

 

 

 

 

 

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About Clarivate
Clarivate™ is a global leader in providing solutions to accelerate the pace 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 Academia & Government, Life Sciences & Healthcare, Professional Services and Consumer Goods, Manufacturing & Technology. 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.

 

Media contact
Tabita Andersson, VP Communications
newsroom@clarivate.com

 

Investor contact
Mark Donohue, VP Investor Relations
investor.relations@clarivate.com