Clearwater Analytics DEFA14A Filing - Earnings Call Excerpt

TL;DR

Clearwater Analytics filed a DEFA14A, it's an excerpt from an earnings call transcript, likely for pre-proxy communication.

AI Summary

Clearwater Analytics Holdings, Inc. filed a DEFA14A proxy statement on November 7, 2024. This filing is soliciting material under Rule 14a-12, indicating it's related to communications made before a formal proxy statement is filed. The document is an excerpt of an earnings conference call transcript.

Why It Matters

This filing provides insight into the company's communications regarding its financial performance, which can influence investor decisions.

Risk Assessment

Risk Level: low — This filing is a standard proxy statement amendment related to an earnings call transcript, not a significant event like a merger or major financial restructuring.

Key Players & Entities

• Clearwater Analytics Holdings, Inc. (company) — Registrant
• 0001628280-24-046279 (filing_id) — Accession Number
• 20241107 (date) — Filing Date
• 777 W. MAIN STREET, SUITE 900 (address) — Business Address
• DE (state) — State of Incorporation
• DEFA14A (form_type) — Filing Type

FAQ

From the Filing

0001628280-24-046279.txt : 20241107 0001628280-24-046279.hdr.sgml : 20241107 20241107161441 ACCESSION NUMBER: 0001628280-24-046279 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20241107 DATE AS OF CHANGE: 20241107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwater Analytics Holdings, Inc. CENTRAL INDEX KEY: 0001866368 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 241435911 BUSINESS ADDRESS: STREET 1: 777 W. MAIN STREET, SUITE 900 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 208-918-2400 MAIL ADDRESS: STREET 1: 777 W. MAIN STREET, SUITE 900 CITY: BOISE STATE: ID ZIP: 83702 DEFA14A 1 cwan-earningscalltranscrip.htm DEFA14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )   Filed by the Registrant  ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☒ Soliciting Material under §240.14a-12  Clearwater Analytics Holdings, Inc. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.      The following is an excerpt of a portion of the transcript of the earnings conference call held by Clearwater Analytics Holdings, Inc. (the “Company”) on November 6, 2024, after market close: Jim Cox: I’d like to quickly discuss our Q3 results, provide Q4 guidance and then spend the majority of my time sharing our perspective on the proposal we will be providing to shareholders to terminate our Tax Receivable Agreement or what we call the TRA agreement. … Today along with these stellar third quarter results, we are announcing that we have filed an 8-K and related proxy statement related to the Tax Receivable Agreement between the company and our pre-IPO shareholders. In the proxy statement, we are asking our unaffiliated stockholders to vote on a proposal to terminate the Tax Receivable Agreement by paying an aggregate of $72.5 million to the TRA counterparties and certain pre-IPO members of management. We will only terminate the agreement if a majority of the company’s unaffiliated stockholders, a group that excludes all parties to the TRA and all TRA bonus holders who we refer to as TRA participants as well as all named executive officers and those of our directors who are affiliated with the TRA participants, vote to approve the termination. Said another way, we will not terminate the TRA unless a majority of the company’s unaffiliated stockholders vote to approve the termination. The proxy statement has additional details and we’ll encourage you to review it, but I’d like to underscore why the Board and management believe the termination of the TRA is in the best interest of all shareholders. Let me start with some background. In connection with our IPO, the company entered into a TRA, which provides for the payment by our public holding company to the TRA participants of 85% of the amount of any tax benefits that the company realizes or in some cases, is deemed to realize as a result of certain tax attributes. One of those attributes is any increase in the tax basis of the net assets of C