Date of Report (Date of earliest event reported): September 15, 2021
______________________
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, CanadaN2L 0A1
(Address of principal executive offices)
(519) 888-7111
(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. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual General Meeting of Open Text Corporation (the "Company") held on September 15, 2021 (the "Annual Meeting"), the proposals listed below were submitted to a vote of the shareholders.
(b) At the Annual Meeting, each proposal was approved by the shareholders pursuant to the voting results set forth below. Shareholders holding 221,756,497 of the Common Shares representing 81.60% of the outstanding Common Shares were present or represented by proxy at the Annual 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 Withheld
Broker Non-Votes
(a)
P. Thomas Jenkins
Carried by ballot
207,585,163
94.79
%
11,403,636
5.21
%
2,767,698
(b)
Mark J. Barrenechea
Carried by ballot
211,148,769
96.42
%
7,840,030
3.58
%
2,767,698
(c)
Randy Fowlie
Carried by ballot
208,214,117
95.08
%
10,774,682
4.92
%
2,767,698
(d)
David Fraser
Carried by ballot
218,430,672
99.75
%
558,127
0.25
%
2,767,698
(e)
Gail E. Hamilton
Carried by ballot
208,281,129
95.11
%
10,707,670
4.89
%
2,767,698
(f)
Robert Hau
Carried by ballot
218,932,073
99.97
%
56,726
0.03
%
2,767,698
(g)
Ann M. Powell
Carried by ballot
216,529,011
98.88
%
2,459,788
1.12
%
2,767,698
(h)
Stephen J. Sadler
Carried by ballot
210,167,990
95.97
%
8,820,809
4.03
%
2,767,698
(i)
Harmit Singh
Carried by ballot
218,872,200
99.95
%
116,599
0.05
%
2,767,698
(j)
Michael Slaunwhite
Carried by ballot
196,017,060
89.51
%
22,971,739
10.49
%
2,767,698
(k)
Katharine B. Stevenson
Carried by ballot
215,147,687
98.25
%
3,841,112
1.75
%
2,767,698
(l)
Deborah Weinstein
Carried by ballot
212,293,276
96.94
%
6,695,523
3.06
%
2,767,698
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:
The shareholders approved, on an advisory basis, the adoption of a resolution accepting the Company’s approach to executive compensation, as set forth below:
Votes ForVotes Against
170,681,435 (77.94%) 48,307,364 (22.06%)
There were 2,767,698 broker non-votes.
Item 8.01 Other Events of Importance to Security Holders.
On September 15, 2021, the Company issued a press release announcing the voting results for its election of directors at its Annual 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 15, 2021, 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.
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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 15, 2021
By:
/s/ Gordon A. Davies
Gordon A. Davies EVP, Chief Legal Officer and Corporate Development
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