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 Information
Our ordinary shares are traded on the New York Stock Exchange under the symbol “CLVT.”
Holders
As of December 31, 2023, there were 101 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, 2023. 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 indentures governing our secured notes 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, 2023, with respect to compensation plans under which equity securities are authorized for issuance.
Plan Category (a)
Number of securities to be issued upon exercise of outstanding options, warrants, and rights
(b)
Weighted-average exercise price of outstanding options, warrants, and rights
Number of securities remaining available for issuance under equity compensation plans
Equity Compensation Plans Approved by Security Holders
2019 Incentive Award Plan 16,625,898 (1)
$ 13.41 (2)
26,783,017 (3)
Equity Compensation Plans Not Approved by Security Holders
N/A
N/A
N/A
Total 16,625,898 $ 13.41 26,783,017
(1) Includes (a) 3,084,218 stock options, (b) 10,765,638 restricted share units, and 2,776,042 performance share units at target performance levels that were granted with no exercise price or other consideration.
(2) 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.
(3) The total number of securities available to be issued under the 2019 Incentive Award Plan (excluding securities reflected in column (a)).
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 the three months ended December 31, 2023.
Period Total Number of Shares Purchased (1)
Average Price Paid Per Share
Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs ( 2)
October 1, 2023 - October 31, 2023
8,705 $ 6.77 — $ 400
November 1, 2023 - November 30, 2023
604,463 $ 6.63 — $ 400
December 1, 2023 - December 31, 2023
32,430 $ 8.48 — $ 400
Total 645,598 —
23
(1) Consists of 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 share units under the 2019 Incentive Award Plan.
(2) In February 2022, our Board of Directors approved the repurchase of up to $1,000.0 of our ordinary shares through open-market purchases, to be executed through December 31, 2023. In May 2023, our Board of Directors approved the extension of the share repurchase authorization through December 31, 2024, and reduced the authorization from $1,000.0 to $500.0. To enable the buybacks under the Board’s authorization, we obtained shareholder approval on July 27, 2023 to permit us to conduct open-market purchases of up to 100.0 million of our ordinary shares from time to time as approved by the Board of Directors at a minimum purchase price of $1 per share and maximum purchase price of $35 per share. As of December 31, 2023, we had approximately $ 400.0 of availability remaining under this program.
Performance Graph
The following graph compares our total cumulative shareholder 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.; 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.
Item 6. [Reserved]
24
Table of Contents
CLARIVATE PLC
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(In millions, except option prices, ratios or as noted)