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 14, 2023
______________________
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 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting of the Company held on September 14, 2023 (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 221,014,024 of the Common Shares representing 81.50% 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 | 195,700,281 | | 89.58 | % | | 22,773,559 | | 10.42 | % | | 2,540,184 | |
| (b) | Mark J. Barrenechea | Carried by ballot | 211,517,039 | | 96.82 | % | | 6,956,801 | | 3.18 | % | | 2,540,184 | |
| (c) | Randy Fowlie | Carried by ballot | 191,898,709 | | 87.84 | % | | 26,575,130 | | 12.16 | % | | 2,540,185 | |
| (d) | David Fraser | Carried by ballot | 193,710,683 | | 88.67 | % | | 24,763,157 | | 11.33 | % | | 2,540,184 | |
| (e) | Gail E. Hamilton | Carried by ballot | 150,658,728 | | 68.96 | % | | 67,813,324 | | 31.04 | % | | 2,541,972 | |
| (f) | Robert Hau | Carried by ballot | 217,045,162 | | 99.35 | % | | 1,428,678 | | 0.65 | % | | 2,540,184 | |
| (g) | Ann M. Powell | Carried by ballot | 146,732,480 | | 67.16 | % | | 71,739,571 | | 32.84 | % | | 2,541,973 | |
| (h) | Stephen J. Sadler | Carried by ballot | 204,429,679 | | 93.57 | % | | 14,044,161 | | 6.43 | % | | 2,540,184 | |
| (i) | Michael Slaunwhite | Carried by ballot | 141,210,211 | | 64.64 | % | | 77,261,838 | | 35.36 | % | | 2,541,975 | |
| (j) | Katharine B. Stevenson | Carried by ballot | 208,988,629 | | 95.66 | % | | 9,485,213 | | 4.34 | % | | 2,540,182 | |
| (k) | Deborah Weinstein | Carried by ballot | 144,392,728 | | 66.09 | % | | 74,079,323 | | 33.91 | % | | 2,541,973 | |
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
197,831,631 (89.51%) 23,180,809 (10.49%)
There were 1,584 broker non-votes.
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
64,500,361 (29.52%) 153,973,475 (70.48%)
There were 2,540,188 broker non-votes.
Item 8.01 Other Events of Importance to Security Holders.
On September 14, 2023, 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 14, 2023, 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 |
| | |
| 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 14, 2023 | | By: | /s/ Michael F. Acedo |
| | | | | Michael F. Acedo
EVP, Chief Legal Officer and Corporate Secretary |
Exhibit Index
| | | | | | | | |
Exhibit No. | | Description |
| | |
| 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) |
