Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Price of Ordinary Shares
Our ordinary shares are traded on the NYSE under the symbol CLVT.
Holders
As of December 31, 2021, there were 95 holders of record of ordinary shares. A substantially greater number of holders of our ordinary shares are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions.
Dividends
We did not pay any dividends to ordinary shareholders during the year ended December 31, 2021. We presently intend to retain our earnings for use in business operations and, accordingly, we do not anticipate that our board will declare dividends related to ordinary shares in the foreseeable future. In addition, the terms of our credit facilities and the indenture governing our secured notes due 2026 include restrictions that may impact our ability to pay dividends.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table sets forth information as of December 31, 2021, with respect to compensation plans under which equity securities are authorized for issuance.
Equity Compensation Plan Information
Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)
Weighted-average exercise price of outstanding options, warrants, and rights (b)
Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column) (a)(c)
Equity Compensation Plans Approved by Security Holders
2019 Incentive Award Plan 10,693,988 (2) $ 13.43 (3) 40,200,324 (4)
Equity Compensation Plans Not Approved by Security Holders (1)
Total 10,693,988 $ 13.43 40,200,324
(1) See Item 11. Executive Compensation - Compensation Committee Interlocks and Insider Participation. See Item 8. Financial Statements and Supplementary Data - Notes to the Consolidated Financial Statements - Note 16 - Shareholders’ Equity for information regarding the Warrants.
(2) Includes (a) 4,801,602 of stock options, (b) 4,532,131 restricted share units that were issued with no exercise price or other consideration, and (c) 1,360,255 performance share units at grant that were issued with no exercise price or other consideration, and may not ultimately vest based on achievement of certain performance and market conditions.
(3) The weighted-average exercise price is reported for the outstanding stock options reported in the first column. There are no exercise prices for the restricted share units or performance share units.
(4) The total number of securities to be issued under the 2019 Incentive Award Plan.
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Issuer Purchases of Equity Securities
The following table sets forth the total number of shares purchased, the average price paid per share, the total number of shares purchased as part of publicly announced programs, and the approximate dollar value of shares that may yet be purchased under the programs during each month during the year ended December 31, 2021.
Period Total Number of Shares Purchased (1)
Price Paid Per Share Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (2)
Number of Shares that May Yet Be Purchased Under Plans or Programs
January 1, 2021-January 31, 2021 8,250 $ 30.55 — —
February 1, 2021-February 28, 2021 33,580 $ 30.09 — —
March 1, 2021-March 31, 2021 311,619 $ 23.88 — —
April 1, 2021-April 30, 2021 200,205 $ 27.19 — —
May 1, 2021-May 31, 2021 298,624 $ 29.39 — —
June 1, 2021-June 30, 2021 310,821 $ 28.01 — —
July 1, 2021-July 31, 2021 17,648 $ 26.95 — 10,965,000
August 1, 2021-August 31, 2021 137,783 $ 23.55 1,769,000 9,196,000
September 1, 2021-September 31, 2021 (3)
22,050 $ 25.41 830,700 8,365,300
October 1, 2021 - October 31, 2021 14,010 $ 22.27 —
November 1 2021 - November 30, 2021 95,980 $ 23.34 2,500,800 5,864,500
December 1, 2021 - December 31, 2021 162,100 $ 24.65 1,475,000 4,389,500
Total 1,612,670 6,575,500 4,389,500
(1) Includes shares withheld to satisfy tax withholding obligations on behalf of employees that occur upon vesting and delivery of outstanding shares underlying stock options and restricted stock units under the 2019 Incentive Award Plan.
(2) In August 2021, the Company's Board of Directors authorized a share repurchase program allowing the Company to purchase up to $250,000 of its outstanding ordinary shares, subject to market conditions. During the year ended December 31, 2021, the Company purchased 6,575,500 shares for a total of $159,356. As of December 31, 2021, the Company had approximately $90,644 of availability remaining under this program.
(3) Total number of shares purchased and price paid per share is for the period beginning September 1, 2021 and ending September 30, 2021. Total number of shares purchased as part of publicly announced plans or programs and number of shares that may yet be purchased is for the period beginning September 1, 2021 and ending September 9, 2021.
Performance Graph
The following graph compares our total cumulative stockholder return with the Standard & Poor’s Composite Stock Index (“S&P 500”) and a market capitalization-weighted peer index consisting of FactSet Research Systems Inc., Gartner Inc., IHS Markit Ltd., Moody’s Corporation, MSCI Inc., S&P Global Inc. and Verisk Analytics, Inc.
The graph assumes a $100 cash investment on May 14, 2019 and the reinvestment of all dividends, where applicable. This graph is not indicative of future financial performance. The following graph is not filed but is furnished pursuant to Regulation S-K Item 201(e), Instruction 7.
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Recent Sales of Unregistered Equity; Use of Proceeds from Registered Offerings
In March 2017, the Company adopted the management incentive plan under which certain employees of the Company may be eligible to purchase shares of the Company. In exchange for each share purchase subscription, the purchaser is entitled to a fully vested right to an ordinary share. Additionally, along with a subscription, employees received a corresponding number of options to acquire additional ordinary shares subject to five year vesting. The vesting of these options was accelerated on November 30, 2020. The Company did not receive any subscriptions during the years ended December 31, 2021, 2020 and 2019. As of December 31, 2021, 2020 and 2019, respectively, there were 125,760, 127,060 and 358,313 shares issued and outstanding under the management incentive plan. None of the foregoing transactions involved any underwriters, underwriting discounts or commissions or any public offering.
Item 6. [Reserved]
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CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In thousands, except share and per share data, option prices, ratios or as noted)