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

From the Filing

0001628280-24-048523.txt : 20241119 0001628280-24-048523.hdr.sgml : 20241119 20241119174241 ACCESSION NUMBER: 0001628280-24-048523 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20241119 FILED AS OF DATE: 20241119 DATE AS OF CHANGE: 20241119 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 241477535 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 DEF 14A 1 clearwaterdefinitiveproxyt.htm DEF 14A 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 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 Pursuant to § 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 14a-6(i)(1) and 0-11. 777 W. Main Street Suite 900 Boise, Idaho 83702 November 19, 2024 Dear Clearwater Analytics Holdings Stockholder: You are invited to attend a special meeting (such meeting, including any adjournment or postponement thereof, the “ special meeting ”) of the stockholders of Clearwater Analytics Holdings, Inc. (“ Clearwater ” or the “ Company ”) to be held on Friday, December 20, 2024, at 2:30 p.m. Eastern Time. The special meeting will be conducted virtually. In order to attend the special meeting, you must register in advance by Wednesday, December 18, 2024, at 5:00 p.m. Eastern Time at www.proxydocs.com/CWAN. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting and will also permit you to submit questions. On November 4, 2024, the Company entered into Amendment No. 1 to the Tax Receivable Agreement (the “ Amendment ”) by and among (i) the Company, (ii) CWAN Holdings, LLC (“ OpCo ”) and (iii) certain investment vehicles affiliated with the firm Welsh, Carson, Anderson & Stowe (“ Welsh Carson ”), certain investment vehicles affiliated with the firm Permira Advisers LLC (“ Permira ”) and certain investment vehicles affiliated with the firm Warburg Pincus LLC (“ Warburg Pincus ” and, together with Welsh Carson and Permira, the “ Principal Equity Owners ”), which amends the Tax Receivable Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “ TRA ”), dated as of September 28, 2021, by and among the Company, OpCo and the affiliates of the Principal Equity Owners and other entities party thereto as TRA Parties (as defined in the TRA). Pursuant to the Amendment, the TRA will be amended to provide for the payment of one-time settlement pa