6-K
DESCARTES SYSTEMS GROUP INC (DSGX)
| 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 June 2023 |
| Commission File Number: 000-29970 |
| 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]
The attached Press Release issued June 15, 2022 is furnished herewith as Exhibit 99.1.
The attached Voting Report issued June 15, 2022 is furnished herewith as Exhibit 99.2.
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/ Peter V. Nguyen |
| Name: | Peter V. Nguyen |
| Title: | General Counsel |
Date: June 15, 2023
EXHIBITS
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release Issued<br> June 15, 2023 |
| 99.2 | Voting Report issued June 15, 2023 |
| Ex. 101 | Interactive Data File (formatted in Inline XBRL) |
Exhibit 99.1


DESCARTES ANNOUNCES RESULTS OF ANNUAL
SHAREHOLDER MEETING
WATERLOO, Ontario — June 15, 2023 — The Descartes Systems Group Inc. announced the voting results from its annual meeting of shareholders held on Thursday, June 15, 2023 (the “Meeting”).
Meeting Results
The following matters, as set out in more detail in its Management Information Circular dated May 10, 2023, were considered and voted on by shareholders at the Meeting:
General
The total number of common shares of the Corporation represented in person or by proxy at the Meeting was 75,061,434 which represented 88.23% of the 85,078,029 common shares of the Corporation that were outstanding on May 2, 2023
Election of Directors
On a vote by ballot, each of the following 10 nominees proposed by management of the Corporation was elected as a director of the Corporation:
| Director Nominee | Number of Votes FOR | Percentage of Votes FOR | Number of Votes AGAINST | Percentage of Votes AGAINST |
|---|---|---|---|---|
| Deepak Chopra | 72,901,775 | 97.89% | 1,573,563 | 2.11% |
| Deborah Close | 72,785,597 | 97.73% | 1,689,744 | 2.27% |
| Eric Demirian | 71,530,973 | 96.05% | 2,944,368 | 3.95% |
| Sandra Hanington | 73,566,240 | 98.78% | 909,101 | 1.22% |
| Kelley Irwin | 73,563,137 | 98.78% | 912,204 | 1.22% |
| Dennis Maple | 73,078,315 | 98.12% | 1,397,026 | 1.88% |
| Chris Muntwyler | 72,975,296 | 97.99% | 1,500,046 | 2.01% |
| Jane O’Hagan | 72,934,259 | 97.93% | 1,541,082 | 2.07% |
| Edward Ryan | 73,563,634 | 98.78% | 910,707 | 1.22% |
| John Walker | 72,467,017 | 97.30% | 2,008,325 | 2.70% |
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.
| Number of Votes FOR | Percentage of Votes FOR | Number of Votes WITHHELD | Percentage of Votes WITHHELD |
|---|---|---|---|
| 74,960,046 | 99.88% | 89,544 | 0.12% |
Amendment of Shareholder Rights Plan
On a vote by ballot, the resolution proposed by management of the Corporation to make certain amendments to the Corporation’s Shareholder Rights Plan was approved:
| Number of Votes FOR | Percentage of Votes FOR | Number of Votes AGAINST | Percentage of Votes AGAINST |
|---|---|---|---|
| 73,568,932 | 98.78% | 906,409 | 1.22% |
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 | Percentage of Votes FOR | Number of Votes AGAINST | Percentage of Total Votes AGAINST |
|---|---|---|---|
| 70,668,885 | 94.89% | 3,806,456 | 5.11% |
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.
#
Descartes Investor Contact:
Laurie McCauley (519) 746-6114 x202358
investor@descartes.com
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 15, 2023 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 75,061,434 which represented 88.23% of the 85,078,029 common shares of the Corporation that were outstanding on May 2, 2023.
| 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 | 72,901,775 | 97.89% | 1,573,563 | 2.11% |
| Deborah Close | 72,785,597 | 97.73% | 1,689,744 | 2.27% |
| Eric Demirian | 71,530,973 | 96.05% | 2,944,368 | 3.95% |
| Sandra Hanington | 73,566,240 | 98.78% | 909,101 | 1.22% |
| Kelley Irwin | 73,563,137 | 98.78% | 912,204 | 1.22% |
| Dennis Maple | 73,078,315 | 98.12% | 1,397,026 | 1.88% |
| Chris Muntwyler | 72,975,296 | 97.99% | 1,500,046 | 2.01% |
| Jane O’Hagan | 72,934,259 | 97.93% | 1,541,082 | 2.07% |
| Edward Ryan | 73,563,634 | 98.78% | 910,707 | 1.22% |
| John Walker | 72,467,017 | 97.30% | 2,008,325 | 2.70% |
| 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 |
|---|---|---|---|
| 74,960,046 | 99.88% | 89,544 | 0.12% |
| 3. | Amendments to Shareholder Rights Plan | ||
| --- | --- |
By ballot, the proposed amendments to the Corporation’s Shareholder Rights 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 |
|---|---|---|---|
| 73,568,932 | 98.78% | 906,409 | 1.22% |
| 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 |
|---|---|---|---|
| 70,668,885 | 94.89% | 3,806,456 | 5.11% |
DATED at Toronto, Ontario this 15th day of June 2023.
THE DESCARTES SYSTEMS GROUP INC.
By: ‘signed’
Name: Peter Nguyen
Title: General Counsel and Corporate Secretary