OPEN TEXT CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
Shareholder Rights Plan
OnSeptember 15, 2022 , the shareholders ofOpen Text Corporation (the "Company") approved the continuation, amendment and restatement of the shareholder rights plan (the "Amended Rights Plan") that the Company andComputershare Investor Services Inc. (the "Rights Agent") originally entered into as ofNovember 1, 2004 , and as previously amended and restated onDecember 6, 2007 ,December 2, 2010 ,September 26, 2013 ,September 23, 2016 andSeptember 4, 2019 (the "Rights Plans"). The Rights Agent also acts as transfer agent for the Company, as trustee to the Company's employee benefit trust and from time to time in connection with acquisitions, as escrow agent for the Company. The Amended Rights Plan continues (with the non-substantive changes described below) a right (which may only be exercised if a person acquires control of 20% or more of the Company's common shares ("Common Shares")) for each shareholder, other than the person that acquires 20% or more of the Common Shares, to acquire additional Common Shares at one-half of the market price at the time of exercise. This significantly dilutes the share position of the person that acquires 20% or more of the Common Shares and practically prevents that person from acquiring control of 20% or greater of the Common Shares unless the Amended Rights Plan has been withdrawn or the buyer makes a Permitted Bid (as defined in the Amended Rights Plan). The most common approaches that a buyer may take to have the Amended Rights Plan withdrawn are to negotiate with the Board of Directors to have the Amended Rights Plan waived, or to apply to a securities commission to order withdrawal of the Amended Rights Plan if the Company cannot develop an auction. Both of these approaches will give the Board of Directors more time and control over any sale process and increase the likelihood of a better offer to the Company's shareholders. The Amended Rights Plan is identical in all material respects to the prior Rights Plan approved at the annual meeting of shareholders held onSeptember 4, 2019 , subject to updates to specific dates included in the Amended Rights Plan and certain other non-substantive amendments for consistency. The Amended Rights Plan will remain in force until the earlier of the Termination Time (the time at which the right to exercise rights shall terminate pursuant to the Amended Rights Plan) and the termination of the 2025 annual meeting of the Company's shareholders unless at or prior to such meeting the Company's shareholders ratify the continued existence of the Amended Rights Plan, in which case the Amended Rights Plan would expire at the earlier of the Termination Time and the termination of the 2025 annual meeting of the Company's shareholders. The foregoing summary of the Amended Rights Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Rights Plan, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual Meeting of the Company held on
(b) The voting results for each proposal at the Annual Meeting is set forth below. Shareholders holding 225,160,163 of the Common Shares representing 83.45% 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 205,740,805 92.46 % 16,782,767 7.54 % 2,636,591
(b) Mark J. Barrenechea Carried by ballot 217,866,429 97.91 % 4,657,143 2.09 % 2,636,591
(c) Randy Fowlie Carried by ballot 209,311,894 94.06 % 13,211,678 5.94 % 2,636,591
(d) David Fraser Carried by ballot 219,923,861 98.83 % 2,599,711 1.17 % 2,636,591
(e) Gail E. Hamilton Carried by ballot 199,811,958 89.79 % 22,711,614 10.21 % 2,636,591
(f) Robert Hau Carried by ballot 221,151,792 99.38 % 1,371,780 0.62 % 2,636,591
(g) Ann M. Powell Carried by ballot 208,892,602 93.87 % 13,630,970 6.13 % 2,636,591
(h) Stephen J. Sadler Carried by ballot 212,414,315 95.46 % 10,109,257 4.54 % 2,636,591
(i) Michael Slaunwhite Carried by ballot 189,163,269 85.01 % 33,360,303 14.99 % 2,636,591
(j) Katharine B. Stevenson Carried by ballot 212,102,679 95.32 % 10,420,893 4.68 % 2,636,591
(k) Deborah Weinstein Carried by ballot 186,142,603 83.65 % 36,380,969 16.35 % 2,636,591
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 207,372,613 (92.10%) 17,787,549 (7.90%)
There was 1 broker non-vote.
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 100,027,979 (44.95%) 122,495,399 (55.05%)
There were 2,636,785 broker non-votes.
Proposal 4 - Amendment and Restatement of the Shareholders Rights Plan
The shareholders approved the continuance amendment and restatement of the Shareholder Rights Plan, as set forth below:
Votes For Votes Against 208,419,333 (93.66%) 14,104,099 (6.34%)
There were 2,636,731 broker non-votes.
Item 8.01 Other Events of Importance to Security Holders.
OnSeptember 15, 2022 , 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
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 4.1 Amended and Restated Shareholder Rights Plan
Agreement between Open Text
Corporation and Computershare Investor Services ,
Inc. dated
2022
99.1 Press release issued by Open Text Corporation on September 15, 2022
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