8-K
Open Text Corp (OTEX)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________________
FORM 8-K
______________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 15, 2021
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
| Canada | 0-27544 | 98-0154400 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common stock without par value | OTEX | NASDAQ Global Select Market |
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 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual General Meeting of Open Text Corporation (the "Company") held on September 15, 2021 (the "Annual Meeting"), the proposals listed below were submitted to a vote of the shareholders.
(b) At the Annual Meeting, each proposal was approved by the shareholders pursuant to the voting results set forth below. Shareholders holding 221,756,497 of the Common Shares representing 81.60% of the outstanding Common Shares were present or represented by proxy at the Annual Meeting.
Proposal 1 - Election of Directors
The following table sets forth information regarding the election of each of the following nominees as directors of the Company until the next annual meeting of shareholders of the Company or until the successor of such director is duly elected or appointed:
| Outcome of Vote | Vote For | Votes Withheld | Broker Non-Votes | ||||||
|---|---|---|---|---|---|---|---|---|---|
| (a) | P. Thomas Jenkins | Carried by ballot | 207,585,163 | 94.79 | % | 11,403,636 | 5.21 | % | 2,767,698 |
| (b) | Mark J. Barrenechea | Carried by ballot | 211,148,769 | 96.42 | % | 7,840,030 | 3.58 | % | 2,767,698 |
| (c) | Randy Fowlie | Carried by ballot | 208,214,117 | 95.08 | % | 10,774,682 | 4.92 | % | 2,767,698 |
| (d) | David Fraser | Carried by ballot | 218,430,672 | 99.75 | % | 558,127 | 0.25 | % | 2,767,698 |
| (e) | Gail E. Hamilton | Carried by ballot | 208,281,129 | 95.11 | % | 10,707,670 | 4.89 | % | 2,767,698 |
| (f) | Robert Hau | Carried by ballot | 218,932,073 | 99.97 | % | 56,726 | 0.03 | % | 2,767,698 |
| (g) | Ann M. Powell | Carried by ballot | 216,529,011 | 98.88 | % | 2,459,788 | 1.12 | % | 2,767,698 |
| (h) | Stephen J. Sadler | Carried by ballot | 210,167,990 | 95.97 | % | 8,820,809 | 4.03 | % | 2,767,698 |
| (i) | Harmit Singh | Carried by ballot | 218,872,200 | 99.95 | % | 116,599 | 0.05 | % | 2,767,698 |
| (j) | Michael Slaunwhite | Carried by ballot | 196,017,060 | 89.51 | % | 22,971,739 | 10.49 | % | 2,767,698 |
| (k) | Katharine B. Stevenson | Carried by ballot | 215,147,687 | 98.25 | % | 3,841,112 | 1.75 | % | 2,767,698 |
| (l) | Deborah Weinstein | Carried by ballot | 212,293,276 | 96.94 | % | 6,695,523 | 3.06 | % | 2,767,698 |
Proposal 2 - Re-Appointment of Independent Auditors
The shareholders approved the re-appointment of KPMG LLP, Chartered Professional Accountants, as the independent auditors of the Company to hold office until the next annual meeting of shareholders or until a successor is appointed, as set forth below:
Votes For Votes Withheld
215,383,052 (97.13%) 6,373,445 (2.87%)
There were 0 broker non-votes.
Proposal 3 - Shareholder Advisory Vote on Executive Compensation (Say-on-Pay Vote)
The shareholders approved, on an advisory basis, the adoption of a resolution accepting the Company’s approach to executive compensation, as set forth below:
Votes For Votes Against
170,681,435 (77.94%) 48,307,364 (22.06%)
There were 2,767,698 broker non-votes.
Item 8.01 Other Events of Importance to Security Holders.
On September 15, 2021, the Company issued a press release announcing the voting results for its election of directors at its Annual Meeting held virtually earlier that day. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 15, 2021, the Board of Directors of the Company re-appointed P. Thomas Jenkins as Chair of the Board of Directors and re-appointed Mark J. Barrenechea as Vice Chair of the Board of Directors.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by Open Text Corporation on September 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 | ||
|---|---|---|
| September 15, 2021 | By: | /s/ Gordon A. Davies |
| Gordon A. Davies<br>EVP, Chief Legal Officer and Corporate Development |
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by Open Text Corporation on September 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) |
Document
Exhibit 99.1
OpenText Announces Voting Results for Election of Directors
Waterloo, ON -- September 15, 2021 -- Open Text Corporation (NASDAQ: OTEX, TSX: OTEX) confirmed today that each of the proposals submitted to a vote by shareholders at its Annual General Meeting of Shareholders (the "Meeting") held virtually today was approved, including the election of the twelve nominee directors listed in its management proxy circular dated August 6, 2021. The detailed results of the vote for the election of directors at the Meeting are set out below. Shareholders holding 221,756,497 common shares representing 81.60% of the outstanding common shares were present or represented by proxy at the Meeting.
On a vote by ballot, each of the following nominees proposed by management was elected as a director of OpenText to serve until the next annual meeting of shareholders of OpenText or until their successors are duly elected or appointed:
| Votes For | Votes Withheld | |||||
|---|---|---|---|---|---|---|
| P. Thomas Jenkins | 207,585,163 | 94.79 | % | 11,403,636 | 5.21 | % |
| Mark J. Barrenechea | 211,148,769 | 96.42 | % | 7,840,030 | 3.58 | % |
| Randy Fowlie | 208,214,117 | 95.08 | % | 10,774,682 | 4.92 | % |
| David Fraser | 218,430,672 | 99.75 | % | 558,127 | 0.25 | % |
| Gail E. Hamilton | 208,281,129 | 95.11 | % | 10,707,670 | 4.89 | % |
| Robert Hau | 218,932,073 | 99.97 | % | 56,726 | 0.03 | % |
| Ann M. Powell | 216,529,011 | 98.88 | % | 2,459,788 | 1.12 | % |
| Stephen J. Sadler | 210,167,990 | 95.97 | % | 8,820,809 | 4.03 | % |
| Harmit Singh | 218,872,200 | 99.95 | % | 116,599 | 0.05 | % |
| Michael Slaunwhite | 196,017,060 | 89.51 | % | 22,971,739 | 10.49 | % |
| Katharine B. Stevenson | 215,147,687 | 98.25 | % | 3,841,112 | 1.75 | % |
| Deborah Weinstein | 212,293,276 | 96.94 | % | 6,695,523 | 3.06 | % |
The results of other matters considered at the Meeting are reported in the Report of Voting Results as filed on SEDAR (https://www.sedar.com) and Open Text's Form 8-K filed on EDGAR (https://www.sec.gov/edgar.shtml), each of which were filed on September 15, 2021.
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.
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.