Form 8-K - Current report

0001002638false00010026382024-09-122024-09-12

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________

FORM 8-K

______________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 12, 2024

______________________

Open Text Corporation

(Exact name of Registrant as specified in its charter)

______________________

Canada			0-27544			98-0154400
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1

(Address of principal executive offices)

[phone]

(Registrant's telephone number, including area code)

______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock without par value			OTEX			NASDAQ Global Select Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Prior to the annual meeting of shareholders of Open Text Corporation (the “Company”) held on September 12, 2024 (the "Meeting"), Ann M. Powell informed the Company of her decision not to stand for election to the Board of Directors of the Company at the Meeting. Ms. Powell was a member of the Corporate Governance and Nominating Committee and Chair of the Talent and Compensation Committee of the Board. Ms. Powell’s decision is not the result of any disagreements with the Company relating to the Company's operations, policies or practices.

Item 5.07    Submission of Matters to a Vote of Security Holders.

(a)At the Meeting, the proposals listed below were submitted to a vote of the shareholders.

(b)The voting results for each proposal at the Meeting is set forth below. Shareholders holding 221,529,725 of the common shares of the Company representing 82.60% of the outstanding common shares were present or represented by proxy at the Meeting.

Proposal 1 - Election of Directors

The following table sets forth information regarding the election of each of the following nominees as directors of the Company until the next annual meeting of shareholders of the Company or until the successor of such director is duly elected or appointed:

						Outcome of Vote			Vote For									Votes Against									Broker Non-Votes
(a)			P. Thomas Jenkins			Carried by ballot			206,137,984			94.24		%				12,605,255			5.76		%				2,786,486
(b)			Mark J. Barrenechea			Carried by ballot			211,660,325			96.76		%				7,082,913			3.24		%				2,786,487
(c)			Randy Fowlie			Carried by ballot			203,860,433			93.20		%				14,882,806			6.80		%				2,786,486
(d)			David Fraser			Carried by ballot			186,932,481			85.46		%				31,810,756			14.54		%				2,786,488
(e)			Robert Hau			Carried by ballot			218,061,192			99.69		%				682,046			0.31		%				2,786,487
(f)			Goldy Hyder			Carried by ballot			209,812,162			95.92		%				8,931,077			4.08		%				2,786,486
(g)			Annette Rippert			Carried by ballot			209,849,059			95.93		%				8,894,180			4.07		%				2,786,486
(h)			Stephen J. Sadler			Carried by ballot			208,584,252			95.36		%				10,158,988			4.64		%				2,786,485
(i)			Katharine B. Stevenson			Carried by ballot			212,679,811			97.23		%				6,063,427			2.77		%				2,786,487
(j)			Deborah Weinstein			Carried by ballot			200,491,634			91.66		%				18,251,604			8.34		%				2,786,487

Proposal 2 - Re-Appointment of Independent Auditors

The shareholders approved the re-appointment of KPMG LLP, Chartered Professional Accountants, as the independent auditors of the Company to hold office until the next annual meeting of shareholders or until a successor is appointed, as set forth below:

Votes For			Votes Withheld
211,658,744 (95.61%)			9,710,604 (4.39%)

There were 160,377 broker non-votes.

Proposal 3 - Amendment to 2004 Employee Stock Purchase Plan

The shareholders approved the amendment to the Company’s 2004 Employee Stock Purchase Plan to reserve for issuance an additional 6,000,000 common shares thereunder, as set forth below:

Votes For			Votes Withheld
217,674,456 (99.51%)			1,068,783 (0.49%)

There were 2,786,486 broker non-votes.

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Proposal 4 - Shareholder Advisory Vote on Executive Compensation (Say-on-Pay Vote)

The results of the non-binding advisory vote on the Company’s approach to executive compensation are set forth below:

Votes For			Votes Withheld
54,926,727 (25.11%)			163,816,508 (74.89%)

There were 2,786,490 broker non-votes.

Item 8.01    Other Events of Importance to Security Holders.

On September 12, 2024, the Company issued a press release announcing the voting results for its election of directors at the Meeting held virtually earlier that day. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On September 12, 2024, the Board of Directors of the Company re-appointed P. Thomas Jenkins as Chair of the Board of Directors and re-appointed Mark J. Barrenechea as Vice Chair of the Board of Directors.

Item  9.01    Financial Statements and Exhibits

(d)    Exhibits

 

Exhibit Number						Description
99.1						Press release issued by Open Text Corporation on September 12, 2024.
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

OPEN TEXT CORPORATION

September 12, 2024

By:

/s/ Michael F. Acedo

Michael F. Acedo EVP, Chief Legal Officer and Corporate Secretary

 

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Exhibit Index

 

Exhibit Number						Description
99.1						Press release issued by Open Text Corporation on September 12, 2024.
101.INS						XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

Exhibit 99.1

OpenText Announces Voting Results for Election of Directors

Waterloo, ON -- September 12, 2024 -- Open Text Corporation (NASDAQ: OTEX, TSX: OTEX) confirmed today that the nominees listed below were re-elected by shareholders at its annual meeting of shareholders (the "Meeting") held virtually today. The detailed results of the vote for the election of directors at the Meeting are set out below. Shareholders holding 221,529,725 common shares of the Company representing 82.60% of the outstanding common shares were present or represented by proxy at the Meeting.

On a vote by ballot, the following nominees were elected as a director of OpenText to serve until the next annual meeting of shareholders of OpenText or until their successors are duly elected or appointed:

			Votes For									Votes Against
P. Thomas Jenkins			206,137,984			94.24		%				12,605,255			5.76		%
Mark J. Barrenechea			211,660,325			96.76		%				7,082,913			3.24		%
Randy Fowlie			203,860,433			93.20		%				14,882,806			6.80		%
David Fraser			186,932,481			85.46		%				31,810,756			14.54		%
Robert Hau			218,061,192			99.69		%				682,046			0.31		%
Goldy Hyder			209,812,162			95.92		%				8,931,077			4.08		%
Annette Rippert			209,849,059			95.93		%				8,894,180			4.07		%
Stephen J. Sadler			208,584,252			95.36		%				10,158,988			4.64		%
Katharine B. Stevenson			212,679,811			97.23		%				6,063,427			2.77		%
Deborah Weinstein			200,491,634			91.66		%				18,251,604			8.34		%

Prior to the Meeting, Ann M. Powell informed the Company of her decision not to stand for election as a director at the Meeting. The Board thanks Ms. Powell for her years of valuable service.

The results of other matters considered at the Meeting are reported in the Report of Voting Results as filed on SEDAR+ (https://www.sedarplus.ca) and Open Text's Form 8-K filed on EDGAR (https://www.sec.gov), each of which will be filed on or about September 12, 2024.

About OpenText

OpenText™ is the leading Information Management software and services company in the world. We help organizations solve complex global problems with a comprehensive suite of Business Clouds, Business AI, and Business Technology. For more information about OpenText (NASDAQ/TSX: OTEX), please visit us at www.opentext.com.

For more information, please contact:

Harry E. Blount

Senior Vice President, Global Head of Investor Relations

Open Text Corporation

415-963-0825

[e-mail]

Copyright ©2024 Open Text. OpenText is a trademark or registered trademark of Open Text. The list of trademarks is not exhaustive of other trademarks. Registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text. All rights reserved. For more information, visit: http://www.opentext.com/who-we-are/copyright-information.

Cover	Sep. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 12, 2024
Registrant Name	Open Text Corp
Entity Incorporation, State or Country Code	Z4
Entity File Number	0-27544
Entity Tax Identification Number	98-0154400
Entity Address, Address Line One	275 Frank Tompa Drive
Entity Address, City or Town	Waterloo
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	N2L 0A1
City Area Code	519
Local Phone Number	888-7111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock without par value
Trading Symbol	OTEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Central Index Key	0001002638
Amendment Flag	false

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