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): December 15, 2011
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual General Meeting of the holders of common shares of the Company held on December 15, 2011 (the “Annual Meeting”), the proposals listed below were submitted to a vote of the shareholders.
(b) At the Annual Meeting, each of the proposals was approved by the shareholders pursuant to the voting results set forth below.
| Matters Voted Upon |
Outcome of Vote |
Votes For |
Votes Withheld | |||||
| 1. The election of the following nominees as directors of the Company until the next annual meeting of the Company or until their successors are elected or appointed: |
||||||||
| (a) P. Thomas Jenkins; |
Carried by a show of hands |
98.30% (41,894,749) |
1.70% (723,800) | |||||
| (b) John Shackleton; |
Carried by a show of hands |
99.39% (42,359,318) |
0.61% (259,231) | |||||
| (c) Randy Fowlie; |
Carried by a show of hands |
97.68% (41,630,908) |
2.32% (987,641) | |||||
| (d) Gail Hamilton; |
Carried by a show of hands |
99.96% (42,601,519) |
0.04% (17,030) | |||||
| (e) Brian J. Jackman; |
Carried by a show of hands |
99.66% (42,473,281) |
0.34% (145,268) | |||||
| (f) Stephen J. Sadler; |
Carried by a show of hands |
87.00% (37,078,989) |
13.00% (5,539,560) | |||||
| (g) Michael Slaunwhite; |
Carried by a show of hands |
99.60% (42,449,334) |
0.40% (169,215) | |||||
| (h) Katharine B. Stevenson; and |
Carried by a show of hands |
99.13% (42,246,122) |
0.87% (372,427) | |||||
| (i) Deborah Weinstein. |
Carried by a show of hands |
99.19% (42,734,445) |
0.81% (395,633) | |||||
| 2. The re-appointment of KPMG LLP, as auditors of the Company until the next annual meeting of the Company or until a successor is appointed and that the Company’s Board of Directors be authorized to fix the auditors’ remuneration. |
Carried by a show of hands |
99.10% (43,734,445) |
0.90% (395,633) | |||||
Dated this 15th day of December, 2011.
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 | ||||||||
| December 16, 2011 | By: | /s/ Gordon A. Davies | ||||||
| Gordon A. Davies Chief Legal Officer and Corporate Secretary | ||||||||