Clearwater Analytics Files Definitive Proxy Statement

TL;DR

CLAW proxy statement filed - vote on directors & auditors.

AI Summary

Clearwater Analytics Holdings, Inc. filed a definitive proxy statement (DEF 14A) on November 19, 2024. This filing is related to the company's annual meeting and outlines proposals for shareholder voting, including the election of directors and the ratification of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2024. The company is not paying a filing fee for this document.

Why It Matters

This filing provides shareholders with crucial information regarding company governance and voting matters, impacting their ability to influence the company's direction.

Risk Assessment

Risk Level: low — This is a routine regulatory filing for a public company and does not contain new material financial information or strategic changes.

Key Players & Entities

• Clearwater Analytics Holdings, Inc. (company) — Registrant
• PricewaterhouseCoopers LLP (company) — Independent Registered Public Accounting Firm

FAQ

Key Financial Figures

• $72.5 m — s ") in a gross amount of approximately $72.5 million, inclusive of approximately $69.2
• $69.2 million — 2.5 million, inclusive of approximately $69.2 million to be paid to the TRA Parties (net of t
• $3.3 million — e TRA Bonus Payments) and approximately $3.3 million in cash bonus payments (the " TRA Bonus
• $28.8 million — of Settlement Payments is inclusive of $28.8 million in TRA liabilities reported on the Comp
• $43.7 million — fined below)), at a cost that is only $43.7 million more than the $28.8 million in TRA liab
• $29 million — ant savings equal to 29% (approximately $29 million) of estimated aggregate payment of at l
• $102 million — estimated aggregate payment of at least $102 million that would otherwise be payable under t
• $542 million — ant savings equal to 88% (approximately $542 million) of the Company's estimated total possi
• $614 million — timated total possible TRA liability of $614 million for the quarter ended September 30, 202
• $0.001 — mpany's Class A Common Stock, par value $0.001 per share (the " Class A Common Stock "

Filing Documents

• clearwaterdefinitiveproxyt.htm (DEF 14A) — 684KB
• a2capturea.jpg (GRAPHIC) — 103KB
• image1a.jpg (GRAPHIC) — 1KB
• image_0a.jpg (GRAPHIC) — 72KB
• imagea.jpg (GRAPHIC) — 2KB
• proxy_pagex1a.jpg (GRAPHIC) — 1781KB
• 0001628280-24-048523.txt ( ) — 3381KB

Security Ownership Of Certain Beneficial Owners And Management 50

Security Ownership Of Certain Beneficial Owners And Management 50 Incorporation of Certain Documents by Reference 54 Future Stockholder Proposals 55 Where You Can Find More Information 56 Annex A – Amendment A-1 Annex B – Opinion of Moelis Company LLC B-1 CERTAIN DEFINED TERMS Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below " Adjournment Proposal " means one or more proposals to adjourn the special meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting. " Amendment " means Amendment No. 1 to the Tax Receivable Agreement, dated November 4, 2024, by and among the Company, CWAN Holdings, LLC (" OpCo ") and certain investment vehicles affiliated with the firms Welsh, Carson, Anderson Stowe, Permira Advisers LLC and Warburg Pincus LLC. " Amendment Proposal " means the proposal to adopt and approve the Amendment, pursuant to which, among other things, the TRA will be amended to provide for the payment of the Settlement Payments in the gross amount of approximately $72.5 million, inclusive of approximately $69.2 million to be paid to the TRA Parties (net of the TRA Bonus Payments (as defined below)) and approximately $3.3 million in TRA Bonus Payments to be paid to the TRA Bonus Recipients (as defined below), as consideration for the complete and full termination of the Company's payment obligations (past, current and future) under the TRA and the relinquishing of all payment rights (past, current and future) of the TRA Parties under the TRA. " Board " means the board of directors of the Company. " Clearwater ," the " Company ," " we ,' " us " or " we " means Clearwater Analytics Holdings, Inc. " common stock " refers, collectively, to the Company's Class A Common Stock, par value $0.001 per share (the " Class A Common Stock "), Class C Common Stock, par value $0.0

View Full Filing

View this DEF 14A filing on SEC EDGAR