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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 12, 2024
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
Canada0-2754498-0154400
(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 valueOTEXNASDAQ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Prior to the annual meeting of shareholders of Open Text Corporation (the “Company”) held on September 12, 2024 (the "Meeting"), Ann M. Powell informed the Company of her decision not to stand for election to the Board of Directors of the Company at the Meeting. Ms. Powell was a member of the Corporate Governance and Nominating Committee and Chair of the Talent and Compensation Committee of the Board. Ms. Powell’s decision is not the result of any disagreements with the Company relating to the Company's operations, policies or practices.
Item 5.07    Submission of Matters to a Vote of Security Holders.
(a)At the Meeting, the proposals listed below were submitted to a vote of the shareholders.
(b)The voting results for each proposal at the Meeting is set forth below. Shareholders holding 221,529,725 of the common shares of the Company representing 82.60% of the outstanding common shares were present or represented by proxy at the 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 VoteVote ForVotes AgainstBroker Non-Votes
(a)P. Thomas JenkinsCarried by ballot206,137,984 94.24 %12,605,255 5.76 %2,786,486 
(b)Mark J. BarrenecheaCarried by ballot211,660,325 96.76 %7,082,913 3.24 %2,786,487 
(c)Randy FowlieCarried by ballot203,860,433 93.20 %14,882,806 6.80 %2,786,486 
(d)David FraserCarried by ballot186,932,481 85.46 %31,810,756 14.54 %2,786,488 
(e)Robert HauCarried by ballot218,061,192 99.69 %682,046 0.31 %2,786,487 
(f)Goldy HyderCarried by ballot209,812,162 95.92 %8,931,077 4.08 %2,786,486 
(g)Annette RippertCarried by ballot209,849,059 95.93 %8,894,180 4.07 %2,786,486 
(h)Stephen J. SadlerCarried by ballot208,584,252 95.36 %10,158,988 4.64 %2,786,485 
(i)Katharine B. StevensonCarried by ballot212,679,811 97.23 %6,063,427 2.77 %2,786,487 
(j)Deborah WeinsteinCarried by ballot200,491,634 91.66 %18,251,604 8.34 %2,786,487 

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
211,658,744 (95.61%)
9,710,604 (4.39%)
There were 160,377 broker non-votes.

Proposal 3 - Amendment to 2004 Employee Stock Purchase Plan
The shareholders approved the amendment to the Company’s 2004 Employee Stock Purchase Plan to reserve for issuance an additional 6,000,000 common shares thereunder, as set forth below:
Votes ForVotes Withheld
217,674,456 (99.51%)
1,068,783 (0.49%)
There were 2,786,486 broker non-votes.



Proposal 4 - 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 ForVotes Withheld
54,926,727 (25.11%)
163,816,508 (74.89%)
There were 2,786,490 broker non-votes.
Item 8.01    Other Events of Importance to Security Holders.
On September 12, 2024, the Company issued a press release announcing the voting results for its election of directors at the 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 12, 2024, 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 NumberDescription
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.
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104Cover 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 12, 2024 By:/s/ Michael F. Acedo
   Michael F. Acedo
EVP, Chief Legal Officer and Corporate Secretary

 


Exhibit Index
 
Exhibit NumberDescription
101.INSXBRL 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.SCHInline XBRL taxonomy extension schema.
101.CALInline XBRL taxonomy extension calculation linkbase.
101.DEFInline XBRL taxonomy extension definition linkbase.
101.LABInline XBRL taxonomy extension label linkbase.
101.PREInline XBRL taxonomy extension presentation.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
 



Exhibit 99.1
OpenText Announces Voting Results for Election of Directors
Waterloo, ON -- September 12, 2024 -- Open Text Corporation (NASDAQ: OTEX, TSX: OTEX) confirmed today that the nominees listed below 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 221,529,725 common shares of the Company representing 82.60% of the outstanding common shares were present or represented by proxy at the Meeting.

On a vote by ballot, the following nominees were 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 ForVotes Against
P. Thomas Jenkins206,137,984 94.24 %12,605,255 5.76 %
Mark J. Barrenechea211,660,325 96.76 %7,082,913 3.24 %
Randy Fowlie203,860,433 93.20 %14,882,806 6.80 %
David Fraser186,932,481 85.46 %31,810,756 14.54 %
Robert Hau218,061,192 99.69 %682,046 0.31 %
Goldy Hyder209,812,162 95.92 %8,931,077 4.08 %
Annette Rippert209,849,059 95.93 %8,894,180 4.07 %
Stephen J. Sadler208,584,252 95.36 %10,158,988 4.64 %
Katharine B. Stevenson212,679,811 97.23 %6,063,427 2.77 %
Deborah Weinstein200,491,634 91.66 %18,251,604 8.34 %
Prior to the Meeting, Ann M. Powell informed the Company of her decision not to stand for election as a director at the Meeting. The Board thanks Ms. Powell for her years of valuable service.
The results of other matters considered at the Meeting are reported in the Report of Voting Results as filed on SEDAR+ (https://www.sedarplus.ca) and Open Text's Form 8-K filed on EDGAR (https://www.sec.gov), each of which will be filed on or about September 12, 2024.
About OpenText
OpenText™ is the leading Information Management software and services company in the world. We help organizations solve complex global problems with a comprehensive suite of Business Clouds, Business AI, and Business Technology. For more information about OpenText (NASDAQ/TSX: OTEX), please visit us at www.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 ©2024 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: http://www.opentext.com/who-we-are/copyright-information.

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Sep. 12, 2024
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Document Type 8-K
Document Period End Date Sep. 12, 2024
Registrant Name Open Text Corp
Entity Incorporation, State or Country Code Z4
Entity File Number 0-27544
Entity Tax Identification Number 98-0154400
Entity Address, Address Line One 275 Frank Tompa Drive
Entity Address, City or Town Waterloo
Entity Address, State or Province ON
Entity Address, Country CA
Entity Address, Postal Zip Code N2L 0A1
City Area Code 519
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock without par value
Trading Symbol OTEX
Security Exchange Name NASDAQ
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Central Index Key 0001002638
Amendment Flag false
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