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 15, 2022
______________________
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)
(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 1.01 Entry into a Material Definitive Agreement.
Shareholder Rights Plan
On September 15, 2022, the shareholders of Open Text Corporation (the “Company”) approved the continuation, amendment and restatement of the shareholder rights plan (the “Amended Rights Plan”) that the Company and Computershare Investor Services Inc. (the “Rights Agent”) originally entered into as of November 1, 2004, and as previously amended and restated on December 6, 2007, December 2, 2010, September 26, 2013, September 23, 2016 and September 4, 2019 (the “Rights Plans”). The Rights Agent also acts as transfer agent for the Company, as trustee to the Company's employee benefit trust and from time to time in connection with acquisitions, as escrow agent for the Company.
The Amended Rights Plan continues (with the non-substantive changes described below) a right (which may only be exercised if a person acquires control of 20% or more of the Company's common shares (“Common Shares”)) for each shareholder, other than the person that acquires 20% or more of the Common Shares, to acquire additional Common Shares at one-half of the market price at the time of exercise. This significantly dilutes the share position of the person that acquires 20% or more of the Common Shares and practically prevents that person from acquiring control of 20% or greater of the Common Shares unless the Amended Rights Plan has been withdrawn or the buyer makes a Permitted Bid (as defined in the Amended Rights Plan). The most common approaches that a buyer may take to have the Amended Rights Plan withdrawn are to negotiate with the Board of Directors to have the Amended Rights Plan waived, or to apply to a securities commission to order withdrawal of the Amended Rights Plan if the Company cannot develop an auction. Both of these approaches will give the Board of Directors more time and control over any sale process and increase the likelihood of a better offer to the Company’s shareholders.
The Amended Rights Plan is identical in all material respects to the prior Rights Plan approved at the annual meeting of shareholders held on September 4, 2019, subject to updates to specific dates included in the Amended Rights Plan and certain other non-substantive amendments for consistency.
The Amended Rights Plan will remain in force until the earlier of the Termination Time (the time at which the right to exercise rights shall terminate pursuant to the Amended Rights Plan) and the termination of the 2025 annual meeting of the Company's shareholders unless at or prior to such meeting the Company's shareholders ratify the continued existence of the Amended Rights Plan, in which case the Amended Rights Plan would expire at the earlier of the Termination Time and the termination of the 2025 annual meeting of the Company's shareholders.
The foregoing summary of the Amended Rights Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Rights Plan, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting of the Company held on September 15, 2022 (the "Annual Meeting"), the proposals listed below were submitted to a vote of the shareholders.
(b) The voting results for each proposal at the Annual Meeting is set forth below. Shareholders holding 225,160,163 of the Common Shares representing 83.45% 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 Against | | Broker Non-Votes |
| (a) | P. Thomas Jenkins | Carried by ballot | 205,740,805 | | 92.46 | % | | 16,782,767 | | 7.54 | % | | 2,636,591 | |
| (b) | Mark J. Barrenechea | Carried by ballot | 217,866,429 | | 97.91 | % | | 4,657,143 | | 2.09 | % | | 2,636,591 | |
| (c) | Randy Fowlie | Carried by ballot | 209,311,894 | | 94.06 | % | | 13,211,678 | | 5.94 | % | | 2,636,591 | |
| (d) | David Fraser | Carried by ballot | 219,923,861 | | 98.83 | % | | 2,599,711 | | 1.17 | % | | 2,636,591 | |
| (e) | Gail E. Hamilton | Carried by ballot | 199,811,958 | | 89.79 | % | | 22,711,614 | | 10.21 | % | | 2,636,591 | |
| (f) | Robert Hau | Carried by ballot | 221,151,792 | | 99.38 | % | | 1,371,780 | | 0.62 | % | | 2,636,591 | |
| (g) | Ann M. Powell | Carried by ballot | 208,892,602 | | 93.87 | % | | 13,630,970 | | 6.13 | % | | 2,636,591 | |
| (h) | Stephen J. Sadler | Carried by ballot | 212,414,315 | | 95.46 | % | | 10,109,257 | | 4.54 | % | | 2,636,591 | |
| (i) | Michael Slaunwhite | Carried by ballot | 189,163,269 | | 85.01 | % | | 33,360,303 | | 14.99 | % | | 2,636,591 | |
| (j) | Katharine B. Stevenson | Carried by ballot | 212,102,679 | | 95.32 | % | | 10,420,893 | | 4.68 | % | | 2,636,591 | |
| (k) | Deborah Weinstein | Carried by ballot | 186,142,603 | | 83.65 | % | | 36,380,969 | | 16.35 | % | | 2,636,591 | |
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
207,372,613 (92.10%) 17,787,549 (7.90%)
There was 1 broker non-vote.
Proposal 3 - 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 Against
100,027,979 (44.95%) 122,495,399 (55.05%)
There were 2,636,785 broker non-votes.
Proposal 4 - Amendment and Restatement of the Shareholders Rights Plan
The shareholders approved the continuance amendment and restatement of the Shareholder Rights Plan, as set forth
below:
Votes For Votes Against
208,419,333 (93.66%) 14,104,099 (6.34%)
There were 2,636,731 broker non-votes.
Item 8.01 Other Events of Importance to Security Holders.
On September 15, 2022, 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, 2022, 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 No. | | Description |
| | |
| 4.1 | | |
| 99.1 | | |
| 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. |
| 101.SCH | | Inline XBRL taxonomy extension schema. |
| 101.CAL | | Inline XBRL taxonomy extension calculation linkbase. |
| 101.DEF | | Inline XBRL taxonomy extension definition linkbase. |
| 101.LAB | | Inline XBRL taxonomy extension label linkbase. |
| 101.PRE | | Inline XBRL taxonomy extension presentation. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, 2022 | | By: | /s/ Michael F. Acedo |
| | | | | Michael F. Acedo
EVP, Chief Legal Officer and Corporate Secretary |
Exhibit Index
| | | | | | | | |
Exhibit No. | | Description |
| | |
| 4.1 | | |
| 99.1 | | |
| 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. |
| 101.SCH | | Inline XBRL taxonomy extension schema. |
| 101.CAL | | Inline XBRL taxonomy extension calculation linkbase. |
| 101.DEF | | Inline XBRL taxonomy extension definition linkbase. |
| 101.LAB | | Inline XBRL taxonomy extension label linkbase. |
| 101.PRE | | Inline XBRL taxonomy extension presentation. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
