Open Text Corp Files 8-K on Officer/Director Changes & More
Ticker: OTEX · Form: 8-K · Filed: Sep 12, 2024 · CIK: 1002638
Sentiment: neutral
Topics: corporate-governance, officer-changes, director-elections
Related Tickers: OTEX
TL;DR
OTEX filed an 8-K detailing leadership changes, director elections, and officer appointments.
AI Summary
Open Text Corporation filed an 8-K on September 12, 2024, reporting on several key events. These include the departure of directors or certain officers, the election of directors, the appointment of certain officers, and updates on compensatory arrangements for officers. The filing also covers the submission of matters to a vote of security holders and other events, along with financial statements and exhibits.
Why It Matters
This filing provides crucial updates on the company's leadership and governance structure, which can impact strategic direction and investor confidence.
Risk Assessment
Risk Level: medium — Changes in directors or officers, especially if numerous or unexpected, can signal internal shifts or strategic realignments that may carry risks.
Key Players & Entities
- Open Text Corporation (company) — Registrant
- September 12, 2024 (date) — Date of earliest event reported
FAQ
Who has departed from Open Text Corp's board or officer positions?
The filing indicates the departure of directors or certain officers, but specific names are not detailed in the provided text.
Were new directors elected to Open Text Corp's board?
Yes, the filing explicitly mentions the election of directors as an item reported.
What is the primary business address of Open Text Corp?
The primary business address is 275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1.
What is the SIC code for Open Text Corp?
The Standard Industrial Classification (SIC) code for Open Text Corp is 7373, which corresponds to SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN.
What is the fiscal year end for Open Text Corp?
The fiscal year end for Open Text Corp is June 30.
Filing Stats: 1,142 words · 5 min read · ~4 pages · Grade level 9.2 · Accepted 2024-09-12 17:09:50
Filing Documents
- otex-20240912.htm (8-K) — 77KB
- ex991-agmsep2024votingresu.htm (EX-99.1) — 26KB
- 0001002638-24-000060.txt ( ) — 233KB
- otex-20240912.xsd (EX-101.SCH) — 2KB
- otex-20240912_lab.xml (EX-101.LAB) — 22KB
- otex-20240912_pre.xml (EX-101.PRE) — 13KB
- otex-20240912_htm.xml (XML) — 3KB
07 Submission of Matters to a Vote of Security Holders
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 we re 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 Vote Vote For Votes Against Broker Non-Votes (a) P. Thomas Jenkins Carried by ballot 206,137,984 94.24 % 12,605,255 5.76 % 2,786,486 (b) Mark J. Barrenechea Carried by ballot 211,660,325 96.76 % 7,082,913 3.24 % 2,786,487 (c) Randy Fowlie Carried by ballot 203,860,433 93.20 % 14,882,806 6.80 % 2,786,486 (d) David Fraser Carried by ballot 186,932,481 85.46 % 31,810,756 14.54 % 2,786,488 (e) Robert Hau Carried by ballot 218,061,192 99.69 % 682,046 0.31 % 2,786,487 (f) Goldy Hyder Carried by ballot 209,812,162 95.92 % 8,931,077 4.08 % 2,786,486 (g) Annette Rippert Carried by ballot 209,849,059 95.93 % 8,894,180 4.07 % 2,786,486 (h) Stephen J. Sadler Carried by ballot 208,584,252 95.36 % 10,158,988 4.64 % 2,786,485 (i) Katharine B. Stevenson Carried by ballot 212,679,811 97.23 % 6,063,427 2.77 % 2,786,487 (j) Deborah Weinstein Carried by ballot 200,491,634 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 For Votes Withheld 211,658,744 (95.61%) 9,710,604 (
01 Other Events of Importance to Security Holders
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.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Press release issued by Open Text Corporation on September 12, 2024. 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).
SIGNATURES
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 Number Description 99.1 Press release issued by Open Text Corporation on September 12, 2024. 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).