0001002638false00010026382023-09-142023-09-14


 
 
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)
______________________
Canada0-2754498-0154400
(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 valueOTEXNASDAQ 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 VoteVote ForVotes AgainstBroker Non-Votes
(a)P. Thomas JenkinsCarried by ballot195,700,281 89.58 %22,773,559 10.42 %2,540,184 
(b)Mark J. BarrenecheaCarried by ballot211,517,039 96.82 %6,956,801 3.18 %2,540,184 
(c)Randy FowlieCarried by ballot191,898,709 87.84 %26,575,130 12.16 %2,540,185 
(d)David FraserCarried by ballot193,710,683 88.67 %24,763,157 11.33 %2,540,184 
(e)Gail E. HamiltonCarried by ballot150,658,728 68.96 %67,813,324 31.04 %2,541,972 
(f)Robert HauCarried by ballot217,045,162 99.35 %1,428,678 0.65 %2,540,184 
(g)Ann M. PowellCarried by ballot146,732,480 67.16 %71,739,571 32.84 %2,541,973 
(h)Stephen J. SadlerCarried by ballot204,429,679 93.57 %14,044,161 6.43 %2,540,184 
(i)Michael SlaunwhiteCarried by ballot141,210,211 64.64 %77,261,838 35.36 %2,541,975 
(j)Katharine B. StevensonCarried by ballot208,988,629 95.66 %9,485,213 4.34 %2,540,182 
(k)Deborah WeinsteinCarried by ballot144,392,728 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.
104Cover 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.INSXBRL 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.SCHInline XBRL taxonomy extension schema.
101.CALInline XBRL taxonomy extension calculation linkbase.
101.DEFInline XBRL taxonomy extension definition linkbase.
101.LABInline XBRL taxonomy extension label linkbase.
101.PREInline XBRL taxonomy extension presentation.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)