otex-20230914

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 14, 2023

______________________

Open Text Corporation

(Exact name of Registrant as specified in its charter)

______________________



Canada	0-27544	98-0154400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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 Meeting of the Company held on September 14, 2023 (the "Annual Meeting"), the proposals listed below were submitted to a vote of the shareholders.

(b) The voting results for each proposal at the Annual Meeting is set forth below. Shareholders holding 221,014,024 of the Common Shares representing 81.50% 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 Against			Broker Non-Votes
(a)	P. Thomas Jenkins	Carried by ballot	195,700,281	89.58	%	22,773,559	10.42	%	2,540,184
(b)	Mark J. Barrenechea	Carried by ballot	211,517,039	96.82	%	6,956,801	3.18	%	2,540,184
(c)	Randy Fowlie	Carried by ballot	191,898,709	87.84	%	26,575,130	12.16	%	2,540,185
(d)	David Fraser	Carried by ballot	193,710,683	88.67	%	24,763,157	11.33	%	2,540,184
(e)	Gail E. Hamilton	Carried by ballot	150,658,728	68.96	%	67,813,324	31.04	%	2,541,972
(f)	Robert Hau	Carried by ballot	217,045,162	99.35	%	1,428,678	0.65	%	2,540,184
(g)	Ann M. Powell	Carried by ballot	146,732,480	67.16	%	71,739,571	32.84	%	2,541,973
(h)	Stephen J. Sadler	Carried by ballot	204,429,679	93.57	%	14,044,161	6.43	%	2,540,184
(i)	Michael Slaunwhite	Carried by ballot	141,210,211	64.64	%	77,261,838	35.36	%	2,541,975
(j)	Katharine B. Stevenson	Carried by ballot	208,988,629	95.66	%	9,485,213	4.34	%	2,540,182
(k)	Deborah Weinstein	Carried by ballot	144,392,728	66.09	%	74,079,323	33.91	%	2,541,973

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

197,831,631 (89.51%) 23,180,809 (10.49%)

There were 1,584 broker non-votes.

Proposal 3 - Shareholder Advisory Vote on Executive Compensation (Say-on-Pay Vote)

The results of the non-binding advisory vote on the Company’s approach to executive compensation are set forth below:

Votes For Votes Against

64,500,361 (29.52%) 153,973,475 (70.48%)

There were 2,540,188 broker non-votes.

Item 8.01 Other Events of Importance to Security Holders.

On September 14, 2023, 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 14, 2023, 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 1 4 , 202 3
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 14, 2023

By:

/s/ Michael F. Acedo

Michael F. Acedo
EVP, Chief Legal Officer and Corporate Secretary

Exhibit Index


Exhibit No.						Description

99.1						Press release issued by Open Text Corporation on September 1 4 , 202 3
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 14, 2023 -- Open Text Corporation (NASDAQ: OTEX, TSX: OTEX) confirmed today that each of the 11 nominee directors listed in its management proxy circular dated August 3, 2023 were re-elected by shareholders at its Annual Meeting of Shareholders (the "Meeting") held virtually today. The detailed results of the vote for the election of directors at the Meeting are set out below. Shareholders holding 221,014,024 common shares representing 81.50% 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 Against
P. Thomas Jenkins	195,700,281	89.58	%	22,773,559	10.42	%
Mark J. Barrenechea	211,517,039	96.82	%	6,956,801	3.18	%
Randy Fowlie	191,898,709	87.84	%	26,575,130	12.16	%
David Fraser	193,710,683	88.67	%	24,763,157	11.33	%
Gail E. Hamilton	150,658,728	68.96	%	67,813,324	31.04	%
Robert Hau	217,045,162	99.35	%	1,428,678	0.65	%
Ann M. Powell	146,732,480	67.16	%	71,739,571	32.84	%
Stephen J. Sadler	204,429,679	93.57	%	14,044,161	6.43	%
Michael Slaunwhite	141,210,211	64.64	%	77,261,838	35.36	%
Katharine B. Stevenson	208,988,629	95.66	%	9,485,213	4.34	%
Deborah Weinstein	144,392,728	66.09	%	74,079,323	33.91	%

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 14, 2023.

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 ©2023 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: