0001002638-14-000041.txt : 20140926 0001002638-14-000041.hdr.sgml : 20140926 20140926170124 ACCESSION NUMBER: 0001002638-14-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140926 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140926 DATE AS OF CHANGE: 20140926 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPEN TEXT CORP CENTRAL INDEX KEY: 0001002638 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 980154400 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27544 FILM NUMBER: 141124574 BUSINESS ADDRESS: STREET 1: 275 FRANK TOMPA DRIVE STREET 2: WATERLOO CITY: ONTARIO CANADA STATE: A6 ZIP: N2L 0A1 BUSINESS PHONE: 519-888-7111 MAIL ADDRESS: STREET 1: 275 FRANK TOMPA DRIVE STREET 2: WATERLOO CITY: ONTARIO CANADA STATE: A6 ZIP: N2L 0A1 8-K 1 a8-kxagmsep2014.htm 8-K 8-K - AGM Sep 2014




 
 
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 26, 2014
______________________

Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________

 
 
 
Canada
0-27544
98-0154400
(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))
 
 








Item 5.07    Submission of Matters to a Vote of Security Holders.

(a) At the Annual Meeting of shareholders of the Company (the “Annual Meeting”) held on September 26, 2014, the proposals listed below were submitted to a vote of the shareholders.

(b) At the Annual Meeting, each of the proposals was approved by the shareholders pursuant to the voting results set forth below. Shareholders holding 104,574,476 common shares representing 85.76% of the outstanding common shares were present in person or 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
Votes For
 
Votes Withheld
 
Broker Non-Votes
(a)
P. Thomas Jenkins;
Carried by ballot
98,198,238

96.31
%
 
3,765,172

3.69
%
 
2,611,066

(b)
Mark Barrenechea;
Carried by ballot
99,150,952

97.24
%
 
2,812,458

2.76
%
 
2,611,066

(c)
Randy Fowlie;
Carried by ballot
99,101,059

97.19
%
 
2,862,351

2.81
%
 
2,611,066

(d)
Gail E. Hamilton;
Carried by ballot
101,812,502

99.85
%
 
150,908

0.15
%
 
2,611,066

(e)
Brian J. Jackman;
Carried by ballot
99,596,293

97.68
%
 
2,367,117

2.32
%
 
2,611,066

(f)
Stephen J. Sadler;
Carried by ballot
84,936,954

83.30
%
 
17,026,456

16.70
%
 
2,611,066

(g)
Michael Slaunwhite;
Carried by ballot
96,490,296

94.63
%
 
5,473,114

5.37
%
 
2,611,066

(h)
Katharine B. Stevenson; and
Carried by ballot
101,558,065

99.60
%
 
405,345

0.40
%
 
2,611,066

(i)
Deborah Weinstein.
Carried by ballot
100,486,444

98.55
%
 
1,476,966

1.45
%
 
2,611,066

Proposal 2 - Re-Appointment of Independent Auditors
The shareholders approved the re-appointment of KPMG LLP, Chartered 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
103,703,328 (99.17%)    870,874 (0.83%)
There were no broker non-votes.

Item 8.01    Other Events of Importance to Security Holders.
On September 26, 2014, the Company issued a press release announcing the voting results for its election of directors at its Annual Meeting held earlier that day in Waterloo, Ontario. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K.
Item  9.01
Financial Statements and Exhibits
(d)
Exhibits
 
Exhibit
No.
 
 
Description
 
 
 
 
99.1
 
Press Release issued by Open Text Corporation on September 26, 2014
 




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 26, 2014
 
By:
/s/ Gordon A. Davies
 
 
 
 
Gordon A. Davies
Chief Legal Officer and Corporate Secretary

 




Exhibit Index
 
Exhibit
No.
 
 
Description
 
 
 
 
99.1
 
Press Release issued by Open Text Corporation on September 26, 2014
 



 EX-99.1 2 exh991-agmvotingresults.htm EXHIBIT Exh 99.1 - AGM Voting Results

Exhibit 99.1

OpenText Announces Voting Results for Election of Directors
Waterloo, ON - 2014-09-26 - Open Text Corporation (NASDAQ:OTEX) (TSX: OTC), confirmed today that the nine nominees listed in its management proxy circular dated August 15, 2014 were elected as its directors. The detailed results of the vote for the election of directors at its Annual Meeting of Shareholders (the “Meeting”) held earlier today in Waterloo, Ontario are set out below. Shareholders holding 104,574,476 common shares representing 85.76% of the outstanding common shares were present in person or by proxy at the Meeting.
On a vote by ballot, each of the following nominees proposed by management was elected as a director of OpenText:
 
Votes For
 
Votes Withheld
 
P. Thomas Jenkins
98,198,238

96.31
%
3,765,172

3.69
%
Mark Barrenechea
99,150,952

97.24
%
2,812,458

2.76
%
Randy Fowlie
99,101,059

97.19
%
2,862,351

2.81
%
Gail E. Hamilton
101,812,502

99.85
%
150,908

0.15
%
Brian J. Jackman
99,596,293

97.68
%
2,367,117

2.32
%
Stephen J. Sadler
84,936,954

83.30
%
17,026,456

16.70
%
Michael Slaunwhite
96,490,296

94.63
%
5,473,114

5.37
%
Katharine B. Stevenson
101,558,065

99.60
%
405,345

0.40
%
Deborah Weinstein
100,486,444

98.55
%
1,476,966

1.45
%
About OpenText
OpenText is the largest independent software provider of Enterprise Information Management (EIM). For more information please visit www.opentext.com.
Copyright ©2014 Open Text Corporation. OpenText is a trademark or registered trademark of Open Text SA and/or Open Text ULC. 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 SA or other respective owners. All rights reserved. For more information, visit: http://www.opentext.com/2/global/site-copyright.html_SKU.
For more information, please contact
Greg Secord
Vice President, Investor Relations
Open Text Corporation
San Francisco: (415) 963-0825
gsecord@opentext.com

Sonya Mehan
Senior Manager, Investor Relations
Open Text Corporation
Waterloo: 519-888-7111 Ext. 2446
smehan@opentext.com