Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) At the Annual General Meeting ofOpen Text Corporation (the "Company") held onSeptember 15, 2021 (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 221,756,497 of the Common Shares representing 81.60% 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 207,585,163 94.79 % 11,403,636 5.21 %
2,767,698
(b) Mark J. Barrenechea Carried by ballot 211,148,769 96.42 % 7,840,030 3.58 %
2,767,698
(c) Randy Fowlie Carried by ballot 208,214,117 95.08 % 10,774,682 4.92 %
2,767,698
(d) David Fraser Carried by ballot 218,430,672 99.75 % 558,127 0.25 %
2,767,698
(e) Gail E. Hamilton Carried by ballot 208,281,129 95.11 % 10,707,670 4.89 %
2,767,698
(f) Robert Hau Carried by ballot 218,932,073 99.97 % 56,726 0.03 %
2,767,698
(g) Ann M. Powell Carried by ballot 216,529,011 98.88 % 2,459,788 1.12 %
2,767,698
(h) Stephen J. Sadler Carried by ballot 210,167,990 95.97 % 8,820,809 4.03 %
2,767,698
(i) Harmit Singh Carried by ballot 218,872,200 99.95 % 116,599 0.05 %
2,767,698
(j) Michael Slaunwhite Carried by ballot 196,017,060 89.51 % 22,971,739 10.49 %
2,767,698
(k) Katharine B. Stevenson Carried by ballot 215,147,687 98.25 % 3,841,112 1.75 %
2,767,698
(l) Deborah Weinstein Carried by ballot 212,293,276 96.94 % 6,695,523 3.06 % 2,767,698 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 215,383,052 (97.13%) 6,373,445 (2.87%)
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 170,681,435 (77.94%) 48,307,364 (22.06%)
There were 2,767,698 broker non-votes.
Item 8.01 Other Events of Importance to Security Holders. OnSeptember 15, 2021 , 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
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit No. Description 99.1 Press release issued byOpen Text Corporation onSeptember 15, 2021 101.INS XBRL instance document - the instance document does
not appear in the
Interactive Data File because its XBRL tags are
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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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