Open Text Corp 8-K, filed Jun 17, 2021
Open Text Corp (OTEX)
8-K
2021-06-17
For: 2021-06-15
View Original
Added on
April 09, 2026
About this 8-K
Open Text Corp filed this 8-K on June 17, 2021, reporting on events of June 15, 2021.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2021
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(Exact name of Registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2021, the Board of Directors (the “Board”) of Open Text Corporation (“OpenText”) appointed Ann M. Powell as a director, effective immediately. Ms. Powell is the current EVP, Global Chief Human Resource Officer for Bristol Myers Squibb (BMS), a Fortune 500 global biopharmaceutical company with over $40 billion in revenues and 30,000 employees worldwide.
Ms. Powell has held leadership roles of increasing responsibility across several industries over a 30-year career focused on talent and culture. Prior to joining BMS in 2013, Ms. Powell was the Chief Human Resources Officer for Shire Pharmaceuticals. She holds a B.S. degree from Iowa State University, a Master’s degree in Industrial Relations, University of Minnesota, and is certified as a Senior Professional in Human Resources (SPHR®).
Ms. Powell will participate in OpenText’s Director’s Deferred Share Unit Plan (the “DSU Plan”), whereby any non-management director of OpenText may elect to defer all or part of his or her retainer and/or fees in the form of common shares. A copy of the DSU Plan is filed as Exhibit 10.1 to OpenText’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2018, filed with the Securities and Exchange Commission on January 31, 2019. In addition, Ms. Powell will receive compensation for his service on the Board consistent with OpenText’s standard compensation practice for non-employee directors.
On June 15, 2021, OpenText issued a press release announcing the appointment of Ms. Powell to the Board, a copy of which is filed herewith as Exhibit 99.1.
Item 8.01 Other Events.
Incorporated by reference is a press release issued by OpenText on June 15, 2021, which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. | Description | |||||||
| 99.1 | Press release issued by Open Text Corporation on June 15, 2021 | |||||||
| 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. | |||||||
| 104 | Cover 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 | ||||||||||||||
| June 17, 2021 | By: | /s/ Gordon A. Davies | ||||||||||||
| Gordon A. Davies EVP, Chief Legal Officer and Corporate Development | ||||||||||||||
Exhibit Index
Exhibit No. | Description | |||||||
| 99.1 | Press release issued by Open Text Corporation on June 15, 2021 | |||||||
| 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. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Exhibit 99.1
OpenText Appoints Ann M. Powell to Board of Directors
Waterloo, ON – June 15, 2021 – OpenText™ (NASDAQ: OTEX), (TSX: OTEX), today announced the appointment of Ann M. Powell to its board of directors. Ms. Powell is the current EVP, Global Chief Human Resource Officer for Bristol Myers Squibb (BMS), a Fortune 500 global biopharmaceutical company with over $40 billion in revenues and 30,000 employees worldwide.
“Ann brings a strong global talent and culture perspective to our board,” said Tom Jenkins, Chair of the Board of Directors. “Her extensive international experience and deep focus on fostering a workforce culture that is powerfully diverse and globally inclusive is a strategic asset that further strengthens our Board.”
Ms. Powell has held leadership roles of increasing responsibility across several industries over a 30-year career focused on talent and culture. Prior to joining BMS in 2013, Ms. Powell was the Chief Human Resources Officer for Shire Pharmaceuticals. She holds a B.S. degree from Iowa State University, a Master’s degree in Industrial Relations, University of Minnesota, and is certified as a Senior Professional in Human Resources (SPHR®).
About OpenText
OpenText, The Information Company™, enables organizations to gain insight through market leading information management solutions, powered by OpenText Cloud Editions. For more information about OpenText (NASDAQ: OTEX, TSX: OTEX) visit opentext.com
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release may contain words considered forward-looking statements or information under applicable securities laws. These statements are based on OpenText's current expectations, estimates, forecasts and projections about the operating environment, economies and markets in which the company operates. These statements are subject to important assumptions, risks and uncertainties that are difficult to predict, and the actual outcome may be materially different. OpenText's assumptions, although considered reasonable by the company at the date of this press release, may prove to be inaccurate and consequently its actual results could differ materially from the expectations set out herein. For additional information with respect to risks and other factors which could occur, see OpenText's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other securities filings with the SEC and other securities regulators. Unless otherwise required by applicable securities laws, OpenText disclaims any intention or obligations to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
Harry E. Blount
Senior Vice President, Global Head of Investor Relations
Open Text Corporation
415-963-0825
investors@opentext.com
Copyright ©2021 Open Text. OpenText is a trademark or registered trademark of Open Text. The list of trademarks is not exhaustive of other trademarks. Registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text. All rights reserved. For more information, visit: http://www.opentext.com/who-we-are/copyright-information.