Hello, and welcome to OpenText Corporation Annual General and Special Meeting 2020. Please note that today's meeting is being recorded. It is now my pleasure to turn the meeting over to Tom Jenkins, Chairman of OpenText. The floor is yours.
Good morning, everyone, and welcome to the Annual General and Special Meeting of the OpenText shareholders. My name is Tom Jenkins, and I'm Chair of OpenText. We have members of our Board of Directors and Management in attendance today and we look forward to meeting with you and answering questions about your company. This year, to proactively deal with the unprecedented public health impact of COVID-nineteen and to mitigate risks to the health and safety of our communities, our shareholders, our employees and other stakeholders, the meeting is being held as a completely virtual meeting, which of course is a first for OpenText. Although we always look forward to engaging in person with our shareholders at our Annual Shareholders Meeting, in light of the current global pandemic, we had to provide a safer alternative.
We look forward to meeting you again in person when it's safe to do so. Holding our meeting virtually means there are some differences from the way our meeting is usually conducted. However, our goal is to replicate as best we can the experience you would have had if we were meeting in person. The people who will be speaking today are not all in the same physical location for this reason and they have to pause from time to time to allow coordination from the different locations. I'll also pause at certain points during the meeting to provide you with an opportunity to vote or ask questions online.
As in past years, we expect the vast majority of all votes will be 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 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 info. Shareholders can submit questions by clicking on the messaging icon, typing in and submitting their question.
During the course of this meeting at the appropriate time, such questions will be addressed prior to the voting on the applicable motions. We'll be following the agenda for the meeting displayed on your screens. First, we'll call the meeting to order and go through procedural matters. Then we have 6 matters of business to conduct today. The first, the presentation of the financial statements, then the election of directors, then the reappointment of the company's independent auditors, then the nonbinding seonpay advisory resolution on the company's approach to executive compensation, the approval of a resolution reserving for issuance and additional 4,000,000 common shares under the company's 2,004 employee stock purchase plan and finally, the approval of a resolution reserving for issuance an additional 6,000,000 common shares under the company's 2,004 stock option plan.
Following the formal meeting, we will have a question and answer session. If you have any questions on the business of the company not specifically relating to any item of business to be discussed at 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 of a similar 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 this meeting, a member of our team will follow-up with you after the meeting.
I will 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 by law. I will act as Chair of the meeting. Michael Lesado, Vice President, Corporate General Counsel and Corporate Secretary, will act as secretary of the meeting. And I appoint Computershare Investor Services through its representatives as scrutineers to compute the votes of the ballots taken at this meeting and report those results to me, which I will disclose after the close of the polls.
Before commencing with the procedural matters, I would like to call upon the secretary to make statements 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's filings with the United States Securities and Exchange Commission and the Canadian Securities Regulators, including OpenText Annual Report on Form 10 ks.
The secretary has confirmed that notice of this meeting was duly given in compliance with applicable requirements. A copy of the notice of this 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. I directed a copy of such proof of service, the annex to the minutes of this meeting as a schedule.
I've also been advised that there are voting shares representing more than 33.1 3 percent of all outstanding voting shares of the company present, and 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've received the preliminary scrutineers 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 those persons at the appropriate time. The voting at 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 would 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 the same time. This will allow you to vote on each item immediately or if you prefer, you may wait until the conclusion of the discussion on each item prior to casting your vote. Once the polls have been opened, the items of this 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'll then declare voting closed on all matters of business. The summary results of the votes 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 a presentation of the company's audited, consolidated financial statements and the auditors report thereon. The 2020 annual report to shareholders, including the company's 2020 audited consolidated financial statements and the auditors report, were delivered to shareholders in advance of the meeting. Additional copies are also available on our website and under our profile on SEDAR. If any shareholder or proxy holder has questions relating to the 2020 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 the meeting is 11. The proxy circular for the meeting contains the names and the backgrounds of the individuals who will be nominated by the company for election as directors. I'll ask Mary Anne Vladd to read the names of the nominees.
My name is Mary Anne Vladd, and I nominate the following individuals for election as directors of the company: Thomas Jenkins, Mark Ferencia, Randy Bowley, David Fraser, Gail Hamilton, Robert Howe, Steven Sadler, Harmit Singh, Michael Swanmike, Kathryn 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 as 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.
Thanks. May I have the motion seconded?
My name is Gabrielle Sickman, and I second the motion.
Thanks. 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 a 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 since it's not necessary to vote again on this ballot. You may vote up for 11 nominees. Only those individuals that have been nominated are eligible for election.
At least 25% of the directors must be resident Canadians. In accordance with the company's majority voting policy on director elections, Each nominee must be elected by at least the majority of the votes cast with regard to his or her election at this meeting. The next item of business is the appointment of the independent auditors of the company. May I have a motion that KPMG LLP chartered accountants be reappointed as independent auditors?
My name is Mary Anne Balad, 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 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'd ask the secretary to please advise if there are any questions received on this item of business.
Thank you, 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 a 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 the appointment of the auditor, and it's not necessary to vote again on this ballot. The next item of business is the nonbinding, say on pay advisory resolution of the company's approach to exact comp.
The proxy circular for the meeting contains the description of the Sayon Pay advisory vote along with the full text of the SA on Pay advisory resolution. This vote is advisory only and non binding on the company and the directors. In order to be approved, the Sayon Pay advisory resolution must be passed by a majority of the votes passed at this meeting. May I have a motion that the say on pay advisory resolution in the form attached as Schedule A to the proxy circular be passed as a resolution of the company.
My name is Greg Secourt, and I move that the Aonpay advisory resolution on the company's approach to executive compensation be approved.
May I have the motion seconded?
My name is Gabrielle Sickman, 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 a 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 or completed proxy, you will have voted in respect of this motion, and it's not necessary to vote again on this ballot. The next item of business is a resolution reserving an additional 4,000,000 common shares for issuance under the company's 2004 employee stock purchase plan.
In order to be approved, this resolution must be passed by a majority of the votes cast at the meeting. As more particularly described in the proxy circular for the meeting, management and the Board of Directors believe that the ability to issue additional common shares under the 2,004 employee stock purchase plan encourages share ownership by all eligible employees of the company and further aligns the interests of those employees with the shareholders of the company. They have a motion for the resolution approving the amendment to the 2,004 employee stock purchase plan to reserve for issuance an additional 4,000,000 common shares in the form attached at Schedule B to the proxy circular to be passed as a resolution of the company.
My name is Greg Secord, and I so move.
May I have the motion seconded?
My name is Gabrielle Fichtman, 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 a vote on this motion by way of online ballot. Registered shareholders or their duly appointed proxy holders can vote throughout the 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 this motion, and it's not necessary to vote again on the ballot. The next item of business is the resolution reserving for issuance an additional 6,000,000 common shares under the company's 2,004 stock option plan.
In order to be approved, this resolution must be passed by a majority of the votes cast at the meeting. As Maurer particularly described in the proxy circular for the meeting, management and the Board of Directors of the company believe the ability to grant additional stock options furthers the company's ability to attract, motivate and retain key personnel given the competitive market for individuals with superior talent and experience in which the company operates. May I have a motion for the resolution approving the amendment of the company's 2004 stock option plan to reserve for issuance an additional 6,000,000 common shares in the form attached as Schedule B to the proxy circular be passed as a resolution of the company?
My name is Greg Secord, and I so move.
May I have the motion seconded?
My name is Gabrielle Sickman, 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.
Thank you, 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 a vote on this motion by way of online ballot. Registered shareholders or their duly appointed proxy holders can vote by online ballot by selecting the applicable voting options on the voting panel displayed on their screens. If you have previously submitted a complete approximately, you will have voted in respect of this motion and it is not necessary to vote again on the ballot. We'll now proceed with the process for completing the voting on the items of business of the meeting.
For those of you who have not voted on all the items in business, please do so now. If you have previously submitted a completed proxy, you will have voted in respect of the formal business of the meeting. It's not necessary to vote again via online ballot. We'll now take a very short break to allow shareholders to complete the voting on all items of business of the meeting and to allow for the results to be tabulated by the scrutineers.
Mr. Chairman, the voting is now complete and the polls are closed.
Thank you. That concludes voting at today's meeting. The scrutineers have now reported that all matters put to a ballot at this meeting have been passed with the requisite shareholder support. Accordingly, I declare that each of the 11 directors nominated is hereby elected to serve as a 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 to have passed. I declare the motion on the resolution reserving an additional 4,000,000 common shares for issuance under the company's 2004 employee stock purchase plan to have passed. I declare the motion on the resolution reserving an additional 6,000,000 common shares for issuance under the company's 2004 stock option plan to have passed. A report disclosing the voting results in respect to each applicable item of business will be filed on SEDAR promptly following this meeting, and a report on the election of each director will be disclosed in a press release to be issued following this meeting. That concludes the formal business brought before the meeting, and I, therefore, declare the meeting to be terminated.
Now that the formal part of the meeting has been concluded, we'd be pleased to answer any other questions that you may have. I ask that all attendees who would like to ask a question use the instant messaging feature on the virtual interface to do so. We'll answer as many questions as time permits. When asking your question, please state your name, the entity you represent, if any, and confirm you are a registered shareholder or duly appointed proxy holder. Please limit your questions to topics related to today's subject matter and keep your questions short and to the point.
We'll now give attendees a moment to type in their questions. And if applicable, the entity of such person represents. We'd like to remind you that questions which were already answered or that are redundant or repetitive will not be
Thank you, Mr. Chairman. I confirm that we have not received any further questions today.
Well, that is all for today. And I would like to thank you all for participating in the business of the meeting and for your continued interest in the company.