Open Text Corp Files 8-K with Key Agreements and Shareholder Votes
Ticker: OTEX · Form: 8-K · Filed: Dec 9, 2025 · CIK: 1002638
Sentiment: neutral
Topics: material-agreement, shareholder-vote, corporate-action
TL;DR
Open Text Corp filed an 8-K on Dec 9, 2025, covering material agreements, shareholder votes, and financial exhibits.
AI Summary
On December 9, 2025, Open Text Corporation filed an 8-K report detailing several key events. These include entering into a material definitive agreement, submitting matters to a vote of security holders, and other events. The filing also includes financial statements and exhibits.
Why It Matters
This filing indicates significant corporate actions by Open Text Corporation, potentially impacting its business operations, financial standing, and shareholder value.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and matters submitted to a vote, which can carry inherent risks and uncertainties for the company and its stakeholders.
Key Numbers
- 000-27544 — SEC File Number (Identifies the company's filing history with the SEC.)
- 98-0154400 — IRS Employer Identification No. (Company's tax identification number.)
Key Players & Entities
- Open Text Corporation (company) — Registrant
- December 9, 2025 (date) — Date of earliest event reported
- 275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1 (address) — Principal executive offices
FAQ
What is the nature of the material definitive agreement entered into by Open Text Corporation?
The filing does not specify the details of the material definitive agreement, only that one was entered into on or before December 9, 2025.
What specific matters were submitted to a vote of security holders?
The filing indicates that matters were submitted to a vote of security holders, but the specific proposals are not detailed in the provided text.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on December 9, 2025.
What is Open Text Corporation's principal executive office address?
Open Text Corporation's principal executive office is located at 275 Frank Tompa Drive, Waterloo, Ontario, Canada N2L 0A1.
What is the SIC code for Open Text Corporation?
The Standard Industrial Classification (SIC) code for Open Text Corporation is 7373, which corresponds to SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN.
Filing Stats: 1,619 words · 6 min read · ~5 pages · Grade level 9.9 · Accepted 2025-12-09 16:04:49
Filing Documents
- otex-20251209.htm (8-K) — 87KB
- ex41-amendedandrestatedsha.htm (EX-4.1) — 393KB
- ex991-agmdec2025votingresu.htm (EX-99.1) — 29KB
- 0001002638-25-000101.txt ( ) — 691KB
- otex-20251209.xsd (EX-101.SCH) — 2KB
- otex-20251209_lab.xml (EX-101.LAB) — 22KB
- otex-20251209_pre.xml (EX-101.PRE) — 13KB
- otex-20251209_htm.xml (XML) — 3KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement. On December 9, 2025, the shareholders of Open Text Corporation (the "Company") approved the continuance, amendment and restatement of the shareholder rights plan (the "Amended Rights Plan") that the Company and Computershare Investor Services Inc. (the "Rights Agent") originally entered into as of November 1, 2004, and as previously amended and restated on December 6, 2007, December 2, 2010, September 26, 2013, September 23, 2016, September 4, 2019 and September 15, 2022 (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 i
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 216,406,723 of the common shares of the Company representing 85.84% 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 204,795,917 96.27 % 7,944,882 3.73 % 3,663,477 (b) Randy Fowlie Carried by ballot 185,939,584 87.40 % 26,801,215 12.60 % 3,663,477 (c) David Fraser Carried by ballot 203,312,138 95.57 % 9,428,661 4.43 % 3,663,477 (d) John Hastings Carried by ballot 212,086,843 99.69 % 653,959 0.31 % 3,663,474 (e) Robert Hau Carried by ballot 211,960,450 99.63 % 780,350 0.37 % 3,663,476 (f) Goldy Hyder Carried by ballot 209,724,294 98.58 % 3,016,506 1.42 % 3,663,476 (g) Kristen Ludgate Carried by ballot 212,092,835 99.70 % 647,967 0.30 % 3,663,474 (h) Fletcher Previn Carried by ballot 212,097,309 99.70 % 643,493 0.30 % 3,663,474 (i) Annette Rippert Carried by ballot 209,374,004 98.42 % 3,366,797 1.58 % 3,663,475 (j) George Schindler Carried by ballot 212,101,602 99.70 % 639,198 0.30 % 3,663,476 (k) Margaret Stuart Carried by ballot 211,751,332 99.53 % 989,470 0.47 % 3,663,474 (l) Deborah Weinstein Carried by ballot 198,358,316 93.24 % 14,382,484 6.76 % 3,663,476 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 an
01 Other Events of Importance to Security Holders
Item 8.01 Other Events of Importance to Security Holders. On December 9, 2025, 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. P. Thomas Jenkins will continue to serve as Chair of the Board of Directors and Major-General (Ret.) David Fraser will continue to serve as the independent Lead Director of the Board of Directors.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated December 9, 2025. 99.1 Press release issued by Open Text Corporation on December 9, 2025. 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 December 9, 2025 By: /s/ Michael F. Acedo Michael F. Acedo EVP, Chief Legal Officer and Corporate Secretary Exhibit Index Exhibit Number Description 4.1 Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated December, 9 2025 99.1 Press release issued by Open Text Corporation on December 9, 2025. 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).