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 28, 2020 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.

Date:  June 5, 2020

EXHIBITS

Exhibit 99.1

DESCARTES ANNOUNCES RESULTS OF ANNUAL AND SPECIAL

SHAREHOLDER MEETING

WATERLOO, Ontario — May 28, 2020 — The Descartes Systems Group Inc. announced that the following matters, as set out in more detail in its Management Information Circular dated April 28, 2020, were considered and voted on by shareholders at the annual and special meeting of shareholders held on Thursday, May 28, 2020 (the “Meeting”).

General

The total number of common shares of the Corporation represented in person or by proxy at the Meeting was 76,537,034 which represented 90.95% of the 84,157,016 common shares of the Corporation that were outstanding as of the record date for the Meeting, being April 20, 2020.

Election of Directors

On a vote by ballot, each of the following 8 nominees proposed by management of the Corporation was elected as a director of the Corporation:

Deepak Chopra joins as a new director of the Corporation after having most recently served as President and Chief Executive Officer of Canada Post Corporation from February 2011 to March 2018. Mr. Chopra has more than 30 years of global experience in the financial services, technology, transportation, logistics and supply chain industries. Prior to that, for more than 20 years, Mr. Chopra worked in senior executive roles for Pitney Bowes Inc., a publicly-traded technology company known for postage meters, mail automation and location intelligence services. He has previously served on the boards of Canada Post Corporation, Purolator, Inc., SCI Group, the Canada Post Community Foundation and the Toronto Region Board of Trade. He current sits on the board of Celestica, Inc. (TSX:CLS) and the North West Company (TSX:NWC).

Chris Muntwyler also joins as a new director of the Corporation following a career in which he held various senior executive positions at Swiss Air and the positions of Chief Executive of DHL Express (UK) Limited and Managing Director (Switzerland, Germany and Central Europe) at DHL Express. Mr. Muntwyler is now a management consultant through his business

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Conlogic AG, where he uses his significant international experience in the transportation, logistics and technology sectors to specialize in strategic development, leadership guidance and customer orientation and process automation. Mr. Muntwyler currently serves as a non-executive director on the board of Austrian Post (Vienna:POST) and National Express Group PLC (LSE:NEX). Mr. Muntwyler previously served as a director of Panalpina World Transport (Holding) Ltd. from 2010 to 2018.

Appointment of Auditors

On a vote by ballot, 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.

Say-On-Pay

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

Shareholder Rights Plan

On a vote by ballot, the resolution proposed by management of the Corporation to approve the continuation, amendment and restatement of the Corporation’s shareholder rights plan was approved.

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 and Twitter.

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Descartes Investor Contact:

Laurie McCauley (519) 746-6114 x202358

investor@descartes.com

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