Exhibit 99.2
THE DESCARTES SYSTEMS GROUP INC.
Annual Meeting of Shareholders (the “Meeting”) of
The Descartes Systems Group Inc. (the “Corporation”)
Held on June 13, 2024 by way of online webcast
REPORT OF VOTING RESULTS
National Instrument 51-102 – Continuous Disclosure Obligations
Section 11.3
General
The total number of common shares of the Corporation represented in person or by proxy at the Meeting was 75,081,077 which represented 87.93% of the 85,390,142 common shares of the Corporation that were outstanding on April 26, 2024.
1. | Election of Directors |
By ballot, the following eight individuals were elected to serve as directors of the Corporation, to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles and by-laws of the Corporation:
Deepak Chopra
Deborah Close
Eric Demirian
Sandra Hanington
Kelley Irwin
Dennis Maple
Chris Muntwyler
Jane O’Hagan
Edward Ryan
John Walker
The report on ballot provided by the scrutineers at the Meeting in respect of the shares voted was as follows:
Director Nominee | Number of Votes FOR | Percentage of Votes FOR | Number of Votes AGAINST | Percentage of Votes AGAINST |
Deepak Chopra | 73,676,165 | 99.20% | 596,867 | 0.80% |
Deborah Close | 73,226,518 | 98.59% | 1,046,514 | 1.41% |
Eric Demirian | 71,128,917 | 95.77% | 3,144,114 | 4.23% |
Sandra Hanington | 73,394,717 | 98.82% | 878,315 | 1.18% |
Kelley Irwin | 73,970,478 | 99.59% | 302,553 | 0.41% |
Dennis Maple | 73,878,334 | 99.47% | 394,698 | 0.53% |
Chris Muntwyler | 73,393,030 | 98.82% | 880,002 | 1.18% |
Jane O’Hagan | 72,818,746 | 98.04% | 1,454,286 | 1.96% |
Edward Ryan | 73,683,795 | 99.21% | 589,237 | 0.79% |
John Walker | 72,402,933 | 97.48% | 1,870,099 | 2.52% |
2. | Appointment of Auditors |
By ballot, KPMG LLP, Chartered Professional Accountants, Chartered Accountants and Licensed Public Accountants, were appointed as the auditors of the Corporation until the close of the next annual meeting of shareholders or until their successors are appointed.
The report on ballot provided by the scrutineers at the Meeting in respect of the shared voted was as follows:
Number of Votes FOR | Percentage of Votes FOR | Number of Votes WITHHELD | Percentage of Votes WITHHELD |
74,936,601 | 99.81% | 144,458 | 0.19% |
3. | Amendments to Performance and Restricted Share Unit (PRSU) Plan |
By ballot, the proposed amendments to the Corporation’s PRSU Plan were approved.
The report on ballot provided by the scrutineers at the Meeting in respect of the shares voted was as follows:
Number of Votes FOR | Percentage of Votes FOR | Number of Votes AGAINST | Percentage of Votes AGAINST |
73,267,379 | 98.65% | 1,005,652 | 1.35% |
4. | Say-On-Pay |
By ballot, the “Say-On-Pay” resolution proposed by management of the Corporation was approved.
The report on ballot provided by the scrutineers at the Meeting in respect of the shares voted was as follows:
Number of Votes FOR | Percentage of Votes FOR | Number of Votes AGAINST | Percentage of Total Votes AGAINST |
72,489,754 | 97.60% | 1,783,278 | 2.40% |
DATED at Toronto, Ontario this 13th day of June 2024.
THE DESCARTES SYSTEMS GROUP INC.
By: /s/ Peter Nguyen
Name: Peter Nguyen
Title: General Counsel and Corporate Secretary
By: /s/ Peter Nguyen
Name: Peter Nguyen
Title: General Counsel and Corporate Secretary