Open Text Corporation (NASDAQ:OTEX) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders.
(a) At the Annual General Meeting of the shareholders of Open Text Corporation (the “Company”) held on September 21, 2017 (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 to the voting results set forth below. Shareholders holding 215,819,358 of the Company's common shares ("Common Shares") representing 81.36% of the outstanding Common Shares were present in person or 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 |
Votes For |
Votes Withheld |
Broker Non-Votes |
||||||
|
(a) |
P. Thomas Jenkins; |
Carried by ballot |
204,679,276 |
97.50 |
% |
5,243,017 |
2.50 |
% |
5,897,065 |
|
(b) |
Mark Barrenechea; |
Carried by ballot |
208,439,686 |
99.29 |
% |
1,482,607 |
0.71 |
% |
5,897,065 |
|
(c) |
Randy Fowlie; |
Carried by ballot |
204,560,383 |
97.45 |
% |
5,361,910 |
2.55 |
% |
5,897,065 |
|
(d) |
Gail E. Hamilton; |
Carried by ballot |
209,509,589 |
99.80 |
% |
412,704 |
0.20 |
% |
5,897,065 |
|
(e) |
Brian J. Jackman; |
Carried by ballot |
203,796,245 |
97.08 |
% |
6,126,048 |
2.92 |
% |
5,897,065 |
|
(f) |
Stephen J. Sadler; |
Carried by ballot |
205,344,464 |
97.82 |
% |
4,577,829 |
2.18 |
% |
5,897,065 |
|
(g) |
Michael Slaunwhite; |
Carried by ballot |
198,917,547 |
94.76 |
% |
11,004,746 |
5.24 |
% |
5,897,065 |
|
(h) |
Katharine B. Stevenson; |
Carried by ballot |
206,797,934 |
98.51 |
% |
3,124,359 |
1.49 |
% |
5,897,065 |
|
(i) |
Carl Jürgen Tinggren; and |
Carried by ballot |
209,815,191 |
99.95 |
% |
107,102 |
0.05 |
% |
5,897,065 |
|
(j) |
Deborah Weinstein. |
Carried by ballot |
182,278,745 |
86.83 |
% |
27,643,548 |
13.17 |
% |
5,897,065 |
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 ForVotes Withheld
212,623,805 (98.52%)3,193,187 (1.48%)
There were no 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 special resolution accepting the Company’s approach to executive compensation, as set forth below:
Votes ForVotes Against
197,531,215 (94.10%)12,391,079 (5.90%)
There were 5,897,064 broker non-votes.
Item 8.01Other Events of Importance to Security Holders.
On September 21, 2017, the Company issued a press release announcing the voting results for its election of directors at its Annual Meeting held earlier that day in Waterloo, Ontario. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On September 21, 2017, the Board of Directors of the Company re-appointed P. Thomas Jenkins as Chair of the Board of Directors and appointed Mark Barrenechea as Vice-Chair of the Board of Directors.
|
Item 9.01 |
Financial Statements and Exhibits |
|
Exhibit No. |
Description |
|
99.1 |
Press Release issued by Open Text Corporation on September 21, 2017 |
OPEN TEXT CORP ExhibitEX-99.1 2 exh991-agmsep2017votingres.htm EXHIBIT 99.1 Exhibit Exhibit 99.1OpenText Announces Voting Results for Election of Directors WATERLOO,…To view the full exhibit click here
About Open Text Corporation (NASDAQ:OTEX)
Open Text Corporation provides a platform and suite of software products and services that assist organizations in finding, utilizing, and sharing business information from any device. The Company designs, develops, markets and sells Enterprise Information Management (EIM) software and solutions. Its EIM offerings include Enterprise Content Management (ECM), Business Process Management (BPM), Customer Experience Management (CEM), Business Network, Discovery and Analytics. Its software and services allow organizations to manage the information that flows into, out of, and throughout the enterprise as part of daily operations. Its solutions incorporate collaborative and mobile technologies and are delivered for on-premises deployment, as well as through cloud, hybrid and managed hosted services models. In addition, the Company provides solutions that facilitate the exchange of information and transactions that occur between supply chain participants.
