Document




 
 

 
 
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 21, 2017
______________________
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))  
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 c

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. c





Item 5.07    Submission 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 pursuant 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 For    Votes 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 For    Votes Against
197,531,215 (94.10%)    12,391,079 (5.90%)
There were 5,897,064 broker non-votes.

Item 8.01    Other 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
(d)
Exhibits
 
Exhibit
No.
 
 
Description
 
 
 
 
99.1
 
Press Release issued by Open Text Corporation on September 21, 2017
 




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 21, 2017
 
By:
/s/ Gordon A. Davies
 
 
 
 
Gordon A. Davies
EVP, Chief Legal Officer and Corporate Development

 




Exhibit Index
 
Exhibit
No.
 
 
Description
 
 
 
 
99.1