Form 8-K

 

 

 

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): December 15, 2011

 

 

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 General Meeting of the holders of common shares of the Company held on December 15, 2011 (the “Annual Meeting”), 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.

 

Matters Voted Upon

 

Outcome of Vote

 

Votes For

 

Votes Withheld

1. The election of the following nominees as

    directors of the Company until the next annual

    meeting of the Company or until their

    successors are elected or appointed:

     

(a)     P. Thomas Jenkins;

 

Carried by a

show of hands

  98.30%
(41,894,749)
  1.70%
(723,800)

(b)     John Shackleton;

  Carried by a
show of hands
  99.39%
(42,359,318)
  0.61%
(259,231)

(c)     Randy Fowlie;

  Carried by a
show of hands
  97.68%
(41,630,908)
  2.32%
(987,641)

(d)     Gail Hamilton;

  Carried by a
show of hands
  99.96%
(42,601,519)
  0.04%
(17,030)

(e)     Brian J. Jackman;

  Carried by a
show of hands
  99.66%
(42,473,281)
  0.34%
(145,268)

(f)     Stephen J. Sadler;

  Carried by a
show of hands
  87.00%
(37,078,989)
  13.00%
(5,539,560)

(g)     Michael Slaunwhite;

  Carried by a
show of hands
  99.60%
(42,449,334)
  0.40%
(169,215)

(h)     Katharine B. Stevenson; and

  Carried by a
show of hands
  99.13%
(42,246,122)
  0.87%
(372,427)

(i)     Deborah Weinstein.

  Carried by a
show of hands
  99.19%
(42,734,445)
  0.81%
(395,633)

2. The re-appointment of KPMG LLP,

    as auditors of the Company until the next

    annual meeting of the Company or until a

    successor is appointed and that the

    Company’s Board of Directors be

    authorized to fix the auditors’

    remuneration.

  Carried by a
show of hands
  99.10%
(43,734,445)
  0.90%
(395,633)

Dated this             15th day of December, 2011.


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 16, 2011     By:   /s/ Gordon A. Davies
       

Gordon A. Davies

Chief Legal Officer and Corporate Secretary