CLARIVATE PLC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to Section 240.14a-12

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CLARIVATE PLC

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(Name of Registrant as Specified In Its Charter)

n/a

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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Dear Fellow

Shareholder:

Clarivate Plc 2024 Annual General Meeting of Shareholders will be held at 1:00 p.m. BST/8:00 a.m. EDT on Tuesday, May 7, 2024, at the Clarivate Corporate Headquarters located at 70 St. Mary Axe, London EC3A 8BE, United Kingdom.

The attached Notice of the 2024 Annual General Meeting of Shareholders and Proxy Statement provide important information about the meeting and will serve as your guide to the business to be conducted at the meeting. Your vote is very important to us. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and submit your voting instructions by proxy. The Board of Directors recommends that you vote “FOR” each Director nominee included in Proposal 1 and “FOR” Proposals 2 and 3 as listed in the attached notice.

All shareholders of record of our ordinary shares at the close of business on March 8, 2024, the Record Date, are entitled to notice of and to vote at the Annual General Meeting of Shareholders, or any continuation, postponement or adjournment thereof.

If you have requested or received a paper copy of the proxy materials, you can vote by marking, signing, dating and returning the proxy card sent to you in the envelope accompanying the Proxy Materials. You may also submit your proxy by following the instructions for internet voting provided on the Proxy Card, or by sending a scanned PDF version of the original by email to AGM2024@clarivate.com.

Thank you for your continued support of Clarivate.

Sincerely,

Jonathan Gear

Chief Executive Officer

Notice of Annual General Meeting of Shareholders

You may cast your vote in one of the following ways:

Items of Business

Election of 12 director nominees to serve until the next annual general meeting of shareholders or until their respective successors are duly elected and qualified.

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Approve, on an advisory, non-binding basis, the compensation of our named executive officers.

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Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accountants.

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To transact such other business, if any, as may properly come before the Annual General Meeting or any continuation, postponement or adjournment thereof.

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The Board of Directors recommends you vote “FOR” each director nominee included in Proposal 1 and “FOR” each of the other proposals. The full text of these proposals is set forth in the accompanying proxy statement. Registered shareholders of the Company as of the close of business on the Record Date are eligible to vote at the meeting.

Text of Proposed Resolutions

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Any shareholder who is entitled to vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder. A proxy need not be a shareholder.

For ten days prior to the Annual General Meeting, a complete list of shareholders entitled to vote at the Annual General Meeting will be available for shareholders to review for purposes relevant to the meeting. To arrange to review that list, contact Clarivate Plc, Attention: Secretary, 70 St. Mary Axe, London EC3A 8BE, United Kingdom.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 7, 2024: The Proxy Statement and our Annual Report are available at http://ir.clarivate.com.

To receive a copy of the Proxy Statement and our Annual Report free of charge by mail, please send a request to Clarivate Plc, Attention: Secretary, 70 St. Mary Axe, London EC3A 8BE, United Kingdom or call +44 207 4334000.

We hope that you will promptly vote and submit your proxy by dating, signing, and returning the enclosed Proxy Card by mail or by email, or by following the instructions for internet voting provided on the Proxy Card, or, if you hold your shares in the name of a bank or broker, by following the instructions you receive from your bank or broker. Casting a vote by proxy will not limit your rights to vote at the Annual General Meeting.

By order of the Board of Directors,

Secretary