EX-99.1 2 exhibit99-1.htm REPORT OF VOTING RESULTS DATED MAY 27, 2016
Exhibit 99.1
 
 
 
THE DESCARTES SYSTEMS GROUP INC.

Annual Meeting of Shareholders (the "Meeting") of
The Descartes Systems Group Inc. (the "Corporation")
Held on May 26, 2016

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 66,869,550 which represented 88.26% of the 75,762,184 common shares of the Corporation that were outstanding on April 19, 2016.

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:

David Anderson
David Beatson
Deborah Close
Eric Demirian
Christopher Hewat
Jane O'Hagan
Edward Ryan
John Walker

The report on ballot provided by the scrutineers at the Meeting in respect of the 66,206,338 shares voted was as follows:

Director Nominee
Number of Votes FOR
Number of Votes WITHHELD
Percentage of Total Votes FOR
David Anderson
65,762,146
444,192
99.33%
David Beatson
65,710,885
495,453
99.25%
Deborah Close
66,185,133
21,205
99.97%
Eric Demirian
65,198,907
1,007,431
98.48%
Christopher Hewat
50,279,017
15,927,321
75.94%
Jane O'Hagan
65,721,064
485,274
99.27%
Edward Ryan
66,124,889
81,449
99.88%
John Walker
66,184,033
22,305
99.97%


2.
Appointment of Auditors

By a show of hands, 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 proxies provided by the scrutineers at the Meeting in respect of the 66,866,420 common shares of the Corporation represented by proxy was as follows:

Number of Votes FOR
Number of Votes WITHHELD
Percentage of Total Votes FOR
66,852,895
13,525
99.98%

3.
Amendment and Restatement of Stock Option Plan

By a show of hands, the amended and restated stock option plan of the Corporation was approved.

The report on proxies provided by the scrutineers at the Meeting in respect of the 66,866,420 common shares of the Corporation represented by proxy was as follows:

Number of Votes FOR
Number of Votes AGAINST
Percentage of Total Votes FOR
55,116,261
11,086,947
83.25%

4.
Say-On-Pay

By a show of hands, the "Say-On-Pay" resolution proposed by management of the Corporation was approved.

The report on proxies provided by the scrutineers at the Meeting in respect of the 66,866,420 common shares of the Corporation represented by proxy was as follows:

Number of Votes FOR
Number of Votes AGAINST
Percentage of Total Votes FOR
62,976,730
3,226,478
95.13%

DATED at Waterloo, Ontario this 27th day of May, 2016.
 
 
THE DESCARTES SYSTEMS GROUP INC.
   
   
 
By:       /s/ Michael Verhoeve
 
Name:  Michael Verhoeve
 
Title:    Corporate Secretary