6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2019

Commission File Number:  000-29970

THE DESCARTES SYSTEMS GROUP INC.

(Translation of registrant’s name into English)

120 Randall Drive

Waterloo, Ontario

Canada N2V 1C6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ ]Form 40-F [x]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

The attached Press Release issued May 30, 2019 is furnished herewith as Exhibit 99.1.

 

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, thereunto duly authorized.

THE DESCARTES SYSTEMS GROUP INC.
(Registrant)
By:	/s/ Michael Verhoeve
Name:	Michael Verhoeve
Title:	General Counsel

Date:  May 31, 2019

EXHIBITS

Exhibit No.	Description
99.1	Press Release issued May 30, 2019

 

EX-99.1

Exhibit 99.1

DESCARTES ANNOUNCES RESULTS OF ANNUAL SHAREHOLDER MEETING

WATERLOO, Ontario — May 30, 2019 — The Descartes Systems Group Inc. announced that the following matters, as set out in more detail in its Management Information Circular dated April 30, 2019, were considered and voted on by shareholders at the annual meeting of shareholders held on Thursday, May 30th, 2019 in Cambridge, Ontario (the “Meeting”).

General

The total number of common shares of the Corporation represented in person or by proxy at the Meeting was 68,885,331 which represented 89.20% of the 77,222,956 common shares of the Corporation that were outstanding as of the Record Date for the Meeting, being, April 25, 2019.

Election of Directors

On a vote by ballot, each of the following 7 nominees proposed by management was elected as a director of Descartes:

Director Nominee	Number of Votes FOR	Number of Votes WITHHELD	Percentage of Total Votes FOR
David Beatson	67,175,727	636,767	99.06%
Deborah Close	67,749,922	62,572	99.91%
Eric Demirian	65,882,494	1,930,000	97.15%
Dennis Maple	67,712,630	99,864	99.86%
Jane O’Hagan	67,750,522	61,972	99.91%
Edward Ryan	67,750,087	62,407	99.91%
John Walker	67,729,937	82,557	99.88%

Appointment of Auditors

KPMG LLP, Chartered Professional 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.Voting was conducted by a show of hands.

Number of Votes FOR	Number of Votes WITHHELD	Percentage of Total Votes FOR
68,802,885	81,146	99.88%

Say-On-Pay

On a vote by ballot, the “Say-On-Pay” resolution proposed by management of the Corporation was approved.

Number of Votes FOR	Number of Votes AGAINST	Percentage of Total Votes FOR
63,853,097	3,958,001	94.16%

About Descartes

Descartes (Nasdaq:DSGX) (TSX:DSG) is the global leader in providing on-demand, software-as-a-service solutions focused on improving the productivity, performance and security of logistics-intensive businesses. Customers use our modular, software-as-a-service solutions to route, schedule, track and measure delivery resources; plan, allocate and execute shipments; rate, audit and pay transportation invoices; access global trade data; file customs and security documents for imports and exports; and complete numerous other logistics processes by participating in the world's largest, collaborative multimodal logistics community. Our headquarters are in Waterloo, Ontario, Canada and we have offices and partners around the world. Learn more at www.descartes.com, and connect with us on LinkedIn andTwitter. 

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Descartes Investor Contact:
Laurie McCauley (519) 746-6114 x202358
investor@descartes.com