Hello, and welcome to the Annual Meeting of Shareholders of OpenText Corporation. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It's now my pleasure to turn today's meeting over to Mr. Tom Jenkins, Chair of the Board. Mr. Jenkins, the floor is yours.
Good morning, everyone, and welcome to the annual meeting of OpenText shareholders. I'm Tom Jenkins, Chair of OpenText. We have members of our board of directors, management, and external auditors in attendance today, and we look forward to meeting with you and answering questions about your company. The meeting is being conducted virtually, enabling greater participation by our shareholders by allowing shareholders that might otherwise be unable to travel to a physical meeting to attend online. Holding our meeting virtually means that I may pause from time to time to allow coordination from the speakers who are in different locations. I'll also pause at certain points during the meeting to provide an opportunity for you to vote or ask questions online. As in past years, we expect that the vast majority of all votes will have been cast in advance of the meeting by proxy.
That said, registered shareholders and duly appointed proxy holders will be allowed to vote online at the meeting in accordance with the instructions to be provided. Given the virtual format of the meeting, and in order for us to expeditiously undertake discussion on any matter proposed for a vote, we would encourage shareholders who have specific questions on a formal item of business to submit such questions now, clearly identifying the applicable item of formal business as well as your name and contact information. Shareholders can submit questions by clicking on the Q&A tab, typing in, and submitting your question. During the course of this meeting, at the appropriate time, such questions will be addressed prior to voting on the applicable motion. We will be following the agenda for the meeting displayed on your screens. First, we will call the meeting to order and go through procedural matters.
We have five matters of business to conduct today. The first being the presentation of the financial statement. The second, the election of directors. The third, the reappointment of the company's independent auditors. Fourth, the non-binding say on pay advisory resolution on the company's approach to executive compensation. Fifth, the approval of the continuance amendment and restatement of the shareholder rights plan. Following the formal meeting, we will have a Q&A session. If you have any questions on the business of this company, not specifically related to an item of business to be discussed in today's meeting, please feel free to submit those questions at any time, and they'll be considered at the conclusion of the meeting. Questions that are similar in nature or repetitive will be grouped together and addressed in a single response. When asking a question, please indicate your name and contact information.
If we're unable to answer your question during the meeting, a member of our team will follow up with you after the meeting. I now call the meeting to order. This meeting has been convened pursuant to resolutions of the board of directors in accordance with the company's bylaws. I will act as chair of the meeting. Michael Acedo, EVP, Chief Legal Officer, and Corporate Secretary, will act as Secretary of the meeting. I appoint Computershare Investor Services through its representatives as scrutineer to compute the votes of the ballots taken at this meeting and to report the results to me, which I will disclose after the close of polls. Before commencing with the procedural matters, I would like to call upon the Secretary to make a statement concerning today's remarks.
Thank you, Mr. Chairman. Please note that in the course of today's meeting, officers or directors of OpenText may, in their remarks or in response to questions during the question period, make statements which are forward-looking under the United States Private Securities Litigation Reform Act of 1995 and under Canadian securities legislation. Certain material factors and assumptions are applied in making these statements, and there are a number of other factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of OpenText. Additional information concerning these factors and assumptions is contained in OpenText filings with the United States Securities and Exchange Commission and the Canadian Securities Regulators, including OpenText annual report on Form 10-K.
The secretary has confirmed that the notice of this meeting was duly given in compliance with the applicable requirements. A copy of the notice of the meeting is available on our website and under our profile on SEDAR. I will dispense with the reading of the notice of this meeting. There has been filed with me proof of service of such mailing provided by the company's transfer agent. If such proof of service be annexed in the minutes of this meeting as the schedule. I've been advised that there are persons present together holding or representing shares having not less than 33 and 1/3 of the outstanding votes entitled to be cast at this meeting.
Therefore, a quorum of shareholders of the company is present, and the meeting is properly called and duly constituted for the transaction of business. I received the preliminary scrutineer's report, and I direct that their formal report following today's voting be annexed to the minutes of this meeting as a schedule. To facilitate the meeting, I've requested that certain persons make and second the formal motions, and I will call on these persons at the appropriate time. The voting of today's meeting will be conducted by online ballot. If you are a registered shareholder or a duly appointed proxy holder that has already voted by proxy, there will be no need for you to vote online since your vote will be recorded in accordance with your proxy instructions. However, if you wish to change your previously submitted vote, you can simply vote when prompted.
The polls will be open for all items of business to be voted on at this time. This will allow you to vote on each item immediately, or if you prefer, you may wait until the conclusion of the discussion of each item prior to casting your vote. Once the polls have been opened, the items of business to be voted on and your available voting options will be visible on the voting panel accessible at the top of your screen. To submit a vote, please click on the voting choice displayed on your screen. You will see a Vote Received message confirming your vote has been taken. Once discussion has concluded on all items of business, you will have a moment to enter your votes. I will then declare voting closed on all matters of business. The summary vote results of the vote will be announced prior to the close of the meeting. I now declare the polls open on all items of business.
The first item of business is the presentation of the company's audited consolidated financial statements and the auditors' report thereon. The 2022 annual report to shareholders, including the company's 2022 audited consolidated financial statements and the auditors' report, were delivered to shareholders in advance of this meeting. Additional copies are available on our website and under our profile on SEDAR. If any shareholder or proxy holder has questions relating to the 2022 audited consolidated financial statements, these questions can be submitted at any time and will be addressed after the formal business of the meeting concludes.
The next item of business is the election of directors. The number of directors to be elected at this meeting is 11. The proxy circular for the meeting contains the names and backgrounds of the individuals who will be nominated by the company for election as directors. I'll now ask Mary Ann Valad to read the names of the nominees.
My name is Mary Ann Valad, and I nominate the following individuals for election as directors of the company. Thomas Jenkins, Mark Barrenechea, Randy Fowlie, David Fraser, Gail Hamilton, Robert Hau, Ann Powell, Stephen J. Sadler, Michael Swanwhite, Katharine B. Stevenson, and Deborah Weinstein.
Thank you. 11 directors are duly nominated. In accordance with the company's bylaws, I declare the nominations closed. May I have a motion to elect the nominees as directors of the company?
My name is Greg Secord, and I move that each of the individuals nominated for election at this meeting be elected a director to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company.
May I have the motion seconded?
My name is Gabrielle Sukman, and I second the motion.
At this time, I would ask the secretary to please advise of any questions received on this item of business.
Mr. Chairman, I will pause for a moment to allow for questions to be submitted. Mr. Chairman, I confirm that we have not received any further questions specifically on this item of business.
Thank you. As previously noted, we will conduct the vote on this motion by way of online ballot. Registered shareholders or their duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of the 11 nominated candidates, and it's not necessary to vote again on this ballot. You may vote for up to 11 nominees. Only those individuals that have been nominated are eligible for election. At least 25% of the directors elected must be resident Canadians. In accordance with the Canadian Business Corporations Act and the company's majority voting policy for director elections, each nominee must be elected by receiving a greater number of votes for their election than votes against at this meeting.
The next item of business is the appointment of independent auditors of the company. May I have a motion that KPMG LLP Chartered Accountants be reappointed as independent auditors?
My name is Mary Ann Valad, and I move that KPMG LLP Chartered Accountants be appointed the independent auditors of the company to hold office until the close of business at the next annual meeting of the shareholders.
May I have the motion seconded?
My name is Greg Secord, and I second the motion.
Thank you. In order to be carried, this motion must be passed by a majority of the votes cast at this meeting. At this time, I would ask the Secretary to please advise of any questions received on this item of business.
Mr. Chairman, I will pause again for a moment to allow for questions to be submitted. Mr. Chairman, I confirm that we have not received any questions specifically on this item of business.
Thank you. As previously noted, we will conduct the vote on this motion by way of online ballot. Registered shareholders or their duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting option on the voting panel displayed on their screen. If you have previously submitted a completed proxy, you will have voted in respect of the appointment of the auditor. It's not necessary to vote again on this ballot.
The next item of business is the non-binding say on pay advisory resolution on the company's approach to executive compensation. The proxy circular for this meeting contains the description of the say on pay advisory vote, along with the full text of the say on pay advisory resolution. The vote is advisory only and non-binding on the company and the board of directors.
In order to be approved, the say on pay advisory resolution must be passed by a majority of the votes cast at this meeting. May I have a motion that the say on pay advisory resolution in the form set out on page 25 of the proxy circular be passed as a resolution of the company?
My name is Greg Secord, and I move that the say on pay advisory resolution on the company's approach to executive compensation be approved.
May I have the motion seconded?
My name is Mary Ann Valad, and I second the motion.
At this time, I would ask the Secretary to please advise if there are any questions received on this item of business.
Mr. Chairman, I will pause for a moment to allow for questions to be submitted. Mr. Chairman, I confirm that we have not received any further questions specifically on this item of business.
Thank you. As previously noted, we'll conduct the vote on this motion by way of online ballot. Registered shareholders or their duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect to this motion, and it's not necessary to vote again on this ballot.
The next item of business is the approval of the continuance, amendment, and restatement of the company's shareholder rights plan. The terms and conditions of the shareholder rights plan, including the proposed amendments, are described in the proxy circular. The shareholder rights plan requires reapproval every three years and was previously approved by the shareholders at the company's annual and special meeting of shareholders on September 4th, 2019.
The board of directors of the company believes that the continuation, amendment, and restatement of the company's shareholder rights plan is in the best interest of the company. In order for the continuation, amendment, and restatement of the company's shareholder rights plan to be approved, a resolution must be passed by a simple majority of votes cast by all shareholders at the meeting and a simple majority of votes cast by the independent shareholders at the meeting, as defined in the current shareholder rights plan. An independent shareholder is generally any shareholder other than an acquiring person, as defined in the shareholder rights plan, and its associates and affiliates. The company is not aware of any shareholder that would be considered an independent shareholder, and therefore, all shareholders are eligible to vote their common shares on this resolution.
May I have a motion for the resolution approving the continuation, amendment, restatement of the shareholder rights plan in the form attached as Schedule B to the proxy circular to be passed as a resolution of the company?
I move that the resolution approving the continuation, amendment, and restatement of the shareholder rights plan be approved.
May I have the motion seconded?
I second the motion.
At this time, I would ask the Secretary to please advise of any questions received on this item of business.
Mr. Chairman, I will pause again for a moment to allow for questions to be submitted.
Mr. Chairman, I confirm that we have not received any further questions specifically on this item of business.
Thank you. As previously noted, we will conduct the vote on this motion by way of online ballot. Registered shareholders or their duly appointed proxy holders can vote throughout this meeting by online ballot by selecting the applicable voting option on the voting panel displayed on their screens. If you have previously submitted a completed proxy, you will have voted in respect of continuation, amendment, and restatement of the shareholder rights plan, and it's not necessary to vote again on this ballot. We will now proceed with the process for completing the voting on the items of the business of the meeting. For those of you that have not voted on all the items of business yet, please do so now.
If you have previously submitted a completed proxy, you will have voted in respect to the formal business of the meeting, and it's not necessary to vote again via online ballot. We'll now take a short break to allow shareholders to complete the voting on all items of business and to allow the results to be tabulated by the scrutineer.
Mr. Chairman, the voting is now complete, and the polls are closed.
Operator, just stand by, please. Tom, if you can continue on the other. Yep. I'm sorry, Michael, please go right ahead.
I would note to the transfer agent and the shareholders, our chair is just having a technical difficulty, and so our vice chair and CEO will pick up the meeting and conclude the remarks now that the polls are closed. Thank you. Mr. Barrenechea, over to you.
Yep, thank you. Tom, we have a second mechanism here. Can we hear you through Teams, Tom? Tom. Over to Tom, our Chair. Yeah, unfortunately, we can't hear our Chair at this moment, so as Michael Acedo noted, I will conclude today's meeting. On behalf of our Chair, that concludes voting at today's meeting. The scrutineer has now reported on all matters put to a ballot at this meeting. I declare that each of the 11 directors nominated is hereby elected to serve as the director of the company, to hold office until the next annual meeting of shareholders of the company, or until his or her successor is duly elected or appointed in accordance with the articles and bylaws of the company. I declare the motion on the reappointment of the company's auditors to have passed.
I declare the motion on the say on pay advisory resolution on the company's approach to executive compensation has not been passed. Accordingly, the board will take the results of the vote into account as it deems appropriate when considering future compensation policies, procedures, and decisions. I declare the motion on the continuance, amendment, and restatement of the company's shareholder rights plan to have passed. Our report disclosing the voting results in respect to each applicable item of business will be filed on SEDAR promptly following the meeting, and a report of the election of each director will be disclosed in a press release to be issued following the meeting. That concludes the formal business brought before the meeting, and I therefore declare the meeting to be terminated. Have we been able to solve the technology issue with the chair?
If there are any final words? Very good. Now that the formal part of the meeting has been concluded, we'd be pleased to answer any of the questions that you may have. I ask all attendees who would like to ask a question to use the Q&A feature of the virtual interface to do so. We'll answer as many questions as time permits. When asking your questions, please state your name, the company you represent, if any, and confirm you are a registered shareholder or duly appointed proxyholder. Please limit your questions to topics relating to today's subject matter and keep your questions short and to the point. We will now give attendees a moment to type in their question.
For each question we answer, we'll summarize the question, read out loud the name of the person who asked the question, and if applicable, the company such person represents. We'd like to remind you that the questions which were already answered or that are redundant or repetitive will not be answered. I'd ask the secretary to please advise if there are any questions.
Thank you, Mr. Chair and Vice Chair. I confirm that we have not received any further questions.
That is all for today. I'd like to thank you on behalf of our Chair and myself, Vice Chair, for participating in the business of the meeting and for your interest in the company.
This concludes the meeting. You may now disconnect.