Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As noted in Item 5.07 below, at the Annual General and Special Meeting ofOpen Text Corporation (the "Company") held onSeptember 14, 2020 (the "Annual Meeting"), the Company's shareholders approved (i) the amendment to the Company's 2004 Employee Stock Purchase Plan to reserve for issuance an additional 4,000,000 common shares thereunder and (ii) the amendment to the Company's 2004 Stock Option Plan to reserve for issuance an additional 6,000,000 common shares thereunder.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At 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 219,625,895 of the Common Shares representing 80.78% 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 Withheld Broker Non-Votes (a) P. Thomas Jenkins Carried by ballot 205,692,087 95.04 % 10,726,091 4.96 %
3,207,717
(b) Mark J. Barrenechea Carried by ballot 209,255,032 96.69 % 7,163,146 3.31 %
3,207,717
(c) Randy Fowlie Carried by ballot 205,554,375 94.98 % 10,863,803 5.02 %
3,207,717
(d) David Fraser Carried by ballot 214,393,690 99.06 % 2,024,488 0.94 %
3,207,717
(e) Gail E. Hamilton Carried by ballot 204,947,622 94.70 % 11,470,556 5.30 %
3,207,717
(f) Robert Hau Carried by ballot 215,714,931 99.68 % 703,247 0.32 %
3,207,717
(g) Stephen J. Sadler Carried by ballot 208,385,923 96.29 % 8,032,255 3.71 %
3,207,717
(h) Harmit Singh Carried by ballot 215,707,800 99.67 % 710,378 0.33 %
3,207,717
(i) Michael Slaunwhite Carried by ballot 200,537,240 92.66 % 15,880,938 7.34 %
3,207,717
(j) Katharine B. Stevenson Carried by ballot 214,712,848 99.21 % 1,705,330 0.79 %
3,207,717
(k) Deborah Weinstein Carried by ballot 208,328,017 96.26 % 8,090,161 3.74 % 3,207,717
Proposal 2 - Re-Appointment of Independent Auditors
The shareholders approved the re-appointment ofKPMG 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 217,149,927 (98.87%) 2,475,968 (1.13%)
There were 0 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 resolution accepting the Company's approach to executive compensation, as set forth below: Votes For Votes Against 203,983,371 (94.25%) 12,434,807 (5.75%) --------------------------------------------------------------------------------
There were 3,207,717 broker non-votes.
Proposal 4 - 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 4,000,000 common shares thereunder, as set forth below: Votes For Votes Against 215,776,337 (99.70%) 641,841 (0.30%)
There were 3,207,717 broker non-votes.
Proposal 5 - Amendment to 2004 Stock Option Plan
The shareholders approved the amendment to the Company's 2004 Stock Option Plan to reserve for issuance an additional 6,000,000 common shares thereunder, as set forth below: Votes For Votes Against 189,147,108 (87.40%) 27,271,070 (12.60%)
There were 3,207,717 broker non-votes.
Item 8.01 Other Events of Importance to Security Holders.
OnSeptember 14, 2020 , 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. OnSeptember 14, 2020 , the Board of Directors of the Company re-appointedP. Thomas Jenkins as Chair of the Board of Directors and re-appointedMark 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 byOpen Text Corporation onSeptember 14, 2020 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)
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