Open Text Corp Annual Shareholders Meeting

Sep 21, 2017 AM CEST
OTEX - Open Text Corp
Open Text Corp Annual Shareholders Meeting
Sep 21, 2017 / 02:00PM GMT 

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Corporate Participants
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   *  Gabrielle Sukman
   *  Gordon Allan Davies
      Open Text Corporation - Executive VP, Chief Legal & Corporate Development Officer, Chief Compliance Officer & Secretary
   *  Greg Secord
      Open Text Corporation - Vice-President of IR
   *  Mary Ann Valad
   *  Paul Thomas Jenkins
      Open Text Corporation - Chairman of the Board

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Presentation
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Operator   [1]
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 Okay. We're being broadcast this morning as we normally do. So good morning. Welcome to the Annual General Meeting of the OpenText shareholders. My name is Tom Jenkins, and I'm chair of the OpenText Board. We have members of our Board of Directors and management with us today, and we look forward to meeting with you and answering questions about your company.

 We'll be following the agenda for the meeting provided to you in your meeting materials. First, we will call the meeting to order and go through procedural matters. Then we have 4 matters of business to conduct today, the first being the presentation of the financial statements; the second being the election of directors; the third being the reappointment of the company's independent auditors; and the fourth being the nonbinding say-on-pay advisory resolution on the company's approach to exec compensation.

 Once the formal business of the meeting has been completed and no other formal business is brought before the meeting, we'll be available here in the auditorium for questions.

 So let's begin with the call to order. This meeting is being convened pursuant to resolutions of the Board of Directors in accordance with the company's bylaws, and I'll act as chair of the meeting. Gordon Davies, our Executive Vice President and Chief Legal Officer for Corporate Development of the company, will act as Secretary of the meeting. And I appoint [Eric Cormensellen] and [Josette Koffeyberg] of Computershare Investor Services to act as scrutineers for the meeting.

 Before commencing with procedural matters, I'd like to call upon the Secretary to make a statement concerning today's remarks.

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 Gordon Allan Davies,  Open Text Corporation - Executive VP, Chief Legal & Corporate Development Officer, Chief Compliance Officer & Secretary   [2]
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 Thank you, Mr. Chairman. Please note that in the course of today's meeting, officers or directors of OpenText may, in their remarks or in response to questions during the question period, make statements which are forward-looking under the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities legislation. Certain material factors and assumptions are applied in making these statements, and there are a number of other factors that could cause actual results to differ materially from those expressed in any of the forward-looking statements made by or on behalf of OpenText. Additional information concerning these factors and assumptions is contained in OpenText's filings with the United States Securities and Exchange Commission and the Canadian securities regulators, including OpenText's annual report on Form 10-K.

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [3]
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 The Secretary has confirmed that notice of this meeting was duly given and the declaration of mailing is available for inspection by any shareholder at the scrutineers' table.

 The scrutineers have provided me with the preliminary report regarding shareholder attendance for the meeting. The scrutineers report that there are present at this meeting, in person or by proxy, 200 shareholders holding 215,819,358 common shares, representing 81.36% of the outstanding common shares of the company.

 Accordingly, I declare that a quorum of shareholders is present and that the meeting is duly and properly constituted for the transaction of business. Unless a registered shareholder or proxy holder requests a ballot on any matter, I shall conduct the vote by a show of hands, except 2 items on today's agenda will be conducted by ballot. The first being the election of directors as the Toronto Stock Exchange has adopted rules which require ballots in order to report voting for the election of directors; and two, the nonbinding say-on-pay advisory resolution on the company's approach to executive compensation.

 In order to facilitate the meeting, I've requested that certain persons make and second the formal motions, and I will call upon these persons at the appropriate time. Shareholders may make specific comments to these motions prior to the vote, but I would ask that any questions or comments on general matters take place at the end of the meeting.

 So Item 3 on your agenda is the presentation of the company's audited, consolidated financial statements and the auditors' report thereon. The 2017 annual report to shareholders, including the company's 2017 audited, consolidated financial statements and the auditors' report, were delivered to shareholders in advance of the meeting. Additional copies have also been made available at the meeting today.

 Are there any questions related to the 2017 audited, consolidated financial statements?

 Okay. Thank you.

 The next item of business is the election of directors. The number of directors to be elected at the meeting is 10. The proxy circular sent to shareholders with the notice of meeting contains the names and backgrounds of the individuals who'll be nominated by the company for election as directors. I'll ask Mary Ann Valad to read the names of the nominees.

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 Mary Ann Valad,    [4]
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 I nominate the following individuals for election as directors of the company: Thomas Jenkins, Mark Barrenechea, Randy Fowlie, Gail Hamilton, Brian Jackman, Stephen Sadler, Michael Slaunwhite, Katharine Stevenson, Jürgen Tinggren and Deborah Weinstein.

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [5]
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 Thank you. 10 directors are duly nominated. Are there any further nominations?

 If not, I declare the nominations closed. May I have a motion to elect the nominees as directors of the company?

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 Greg Secord,  Open Text Corporation - Vice-President of IR   [6]
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 I move that each of the individuals nominated for election in this meeting be elected as a director 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 bylaws of the company.

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [7]
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 Thanks, Greg. May I have the motion seconded?

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 Gabrielle Sukman,    [8]
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 I second the motion.

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [9]
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 Thanks, Gabrielle. Are there any questions or comments on the motion?

 Okay. Thank you. As previously stated, the election of directors will be conducted by ballot. The scrutineers have provided ballots at the registration desk to all registered shareholders and duly appointed proxy holders entitled to vote at this meeting. Please complete your ballot by marking an x either for, for or withhold as the case may be next to each of the nominees' names on the ballot. You may vote for up to 10 nominees.

 Only those individuals that have been nominated are eligible for election. Spoiled ballots will not be counted. At least 25% of the directors elected must be resident Canadians. The ballot should be clearly signed. If you are a shareholder, please print your name on the ballot. If you're a proxy holder, please print your name on the ballot and the name of each shareholder you represent on the ballot. Please raise your hand once you have completed the ballot, and your ballot will be collected.

 Will the scrutineers please proceed to collect any remaining ballots?

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 Unidentified Participant,    [10]
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 (inaudible) we don't have ballots.

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [11]
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 Oh, then please, let's get some ballots to you. Thanks for that.

 I've never been in this room when it's so quiet. Usually, it's a hub of activity here.

 Okay. I think everyone's had a chance now to submit their ballots. The scrutineers' interim ballot report has been provided, and it shows that at least the majority of all the votes cast at this meeting were voted in favor of each of the directors. The scrutineers' final numbers will be available promptly following the end of this meeting. Accordingly, I declare all those nominated or elected to serve as directors of the company to hold office until the next annual meeting of the shareholders of the company or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company. Individual voting results for nominees will be set out in our corporate filings after the meeting.

 The next item of business is the appointment of the independent auditors of the company. May I have a motion that KPMG LLP, a chartered accountant firm, be reappointed as independent auditors?

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 Mary Ann Valad,    [12]
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 I move that KPMG LLP chartered accountants be appointed the independent auditors of the company to hold office until the close of business at the next Annual Meeting of the Shareholders.

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [13]
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 Thanks, Mary Ann. May I have the motion seconded?

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 Greg Secord,  Open Text Corporation - Vice-President of IR   [14]
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 I second the motion.

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [15]
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 Thanks, Greg. Are there any questions or comments on the motion? Okay. Thank you. I'll now call for a vote on the motion. All in favor, please signify by raising your hand.

 (Voting)

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [16]
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 Okay. Do we have any abstentions?

 (Voting)

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [17]
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 Okay. I declare the motion carried.

 The next item of business is the nonbinding say-on-pay advisory resolution on the company's approach to executive compensation. The proxy circular sent to shareholders with the notice of the meeting contains the description of the say-on-pay advisory vote, along with the full text of the say-on-pay advisory resolution. This vote is advisory-only and nonbinding on the company and the directors. In order to be approved, the say-on-pay advisory resolution must be passed by a majority of the votes cast at this meeting. May I have a motion that the say-on-pay advisory resolution in the form attached to Schedule 8 to the proxy circular be passed as a resolution of the company?

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 Gabrielle Sukman,    [18]
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 I move that the say-on-pay advisory resolution of the company's approach to executive compensation be approved.

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [19]
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 Thanks, Gabrielle. May I have this motion seconded?

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 Mary Ann Valad,    [20]
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 I second the motion.

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [21]
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 Thanks, Mary Ann. Are there any questions or comments on the motion? Okay. Thank you.

 As previously stated, the vote in respect of the nonbinding say-on-pay advisory resolution will be conducted by ballot. This motion requires to be passed by a majority of the votes cast at this meeting. The scrutineers have provided ballots at the registration desk to all registered shareholders and duly appointed proxy holders entitled to vote at this meeting. Please complete your ballot by marking an x either for or against the motion in the appropriate space. Spoiled ballots will not be counted. The ballot should be clearly signed. If you are a shareholder, please print your name on the ballot. If you're a proxy holder, please print your name and the name of each shareholder you represent on the ballot. Please raise your hand once you've completed the ballot, and your ballot will be collected.

 (Voting)

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 Paul Thomas Jenkins,  Open Text Corporation - Chairman of the Board   [22]
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 There's one over here. Okay. The scrutineers' interim ballot report has been provided, and it shows that at least a majority of all the votes cast at this meeting were cast for the motion. Accordingly, I declare the motion carried. The scrutineers' final numbers will be available promptly following the end of this meeting. Voting results will also be set out in our corporate filings after the meeting.

 That concludes the formal business brought before the meeting. I, therefore, declare the meeting to be terminated.

 Now as I mentioned at the start, the management team and board members will be available in the auditorium to answer any questions you may have. We have coffee and some refreshments, and we'd be happy to also provide our product demonstrations if you are so interested to see the latest things that we've been working on. I'd like to thank you for participating in the business of the meeting and for your interest in the company. Thank you.




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