Morning, everyone. Welcome to the Annual General and Special Meeting of the OpenText shareholders. My name is Tom Jenkins. I'm Chair of the Board of OpenText. We have members of our Board and management with us today, and we look forward to meeting with you and answering any questions you might have about the company.
We'll be following the agenda for the meeting provided to you in your meeting materials. First, we'll call the meeting to order and go through procedural matters. Then we have 5 matters for the business to conduct today: presentation of the financial statements, the election of directors the reappointment of the company's independent auditors the non binding Saone Pay advisory resolution on the company's approach to Exact Com and the approval of the continuance amendment and restatement of our shareholder rights plan. Once the formal business of the meeting has been completed and no other formal business brought before the meeting, we'll be available here in the auditorium to answer questions. I'll now call the meeting to order.
This meeting has been convened pursuant to resolutions of the Board of Directors and in accordance with the company's bylaws. I'll act as Chair of the meeting. Michael Lisado, our VP, Corporate General Counsel and Corporate Secretary will act as Secretary of the meeting. And appoint Bryce Dougherty and Jamie Bacek of Computershare Investor Services to act as scrutineers for our meeting. Before commencing with procedural matters, I'd like to call upon the Secretary to make a statement concerning today's remarks.
Officers or directors of OpenText may, in their remarks or in response to questions during question period, make statements which are forward looking under 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 Canadian Securities Regulators, including OpenText's Annual Report on Form 10 ks.
Thank you, Michael. The secretary has confirmed that the notice of this meeting was duly given and the declaration of mailing is available for inspection by any shareholder at the scrutineers table. The scrutineers have provided me with the preliminary report regarding shareholder attendance at the meeting. Scrutineers report that there are present at this meeting in person or by proxy 200 shareholders holding 213,000,000,000 540,259 common shares, which represents 79.09 of the outstanding common shares, so 79%. Accordingly, I declared that a quorum of shareholders is present and that the meeting is duly and properly constituted for the transaction of business.
Unless a registered shareholder or proxy holder requests a ballot, I shall conduct the vote by a show of hands except on 3 items on today's agenda, which will be conducted by ballot. The first being the election of directors the second, the non binding SAMPay advisory resolution of the company's approach to exec compensation and third, the approval of the continuance amendment and restatement of the shareholder rights plan. To facilitate the meeting, I requested the certain persons make and second, the formal motions and I'll call upon these persons at the appropriate time. Shareholders may make specific comments to those motions prior to the vote, but I would ask that any questions or comments on general matters take place at the end of the meeting. Item 3 on your agenda is the presentation of the company's audited consolidated financial statements and the auditors report thereon.
The 2019 annual report to shareholders, including the company's 2019 audited, consolidated financial statements and the auditor's report were delivered to shareholders in advance of the meeting. Additional copies have been made available at the meeting today. Are there any questions relating to the 2019 audited consolidated financial statements? Thank you. The next item of business is the election of directors.
The number backgrounds of the individuals who will be nominated by the company for election as directors. I'll ask Mary Anne Vlad to read the names of the nominees.
I nominate the following individuals for election as Directors of the company: Thomas Jenkins, Mark Baren Shea, Randy Valle, David Fraser, Gail Hamilton, Stephen Sadler, Harmit Singh, Michael Swanmite, Kathryn Stevenson, Karl Jurgen Tinggren and Deborah Weinstein.
Thank you. 11 directors have been 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?
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 the Bylaws of the company.
Thanks, Greg. May I have the motion seconded?
I second the motion.
Thanks, Gabriel. Are there any questions or comments on the motion? Thank you. As previously stated, the election of directors will be conducted by ballot. The scrutineers have provided ballots at the registration desk to all registered shareholders and duly appointed proxy holders entitled to vote at this meeting.
Please complete your ballot by marking an X either for or withhold as the case may be next to each of the nominees names on the ballot. You may vote for up to 11 nominees. Only those individuals that have been nominated are eligible for election. Spoiled ballots will not be counted. At least 25% of the directors elected must be resident Canadians.
The ballot should be clearly signed. If you are a shareholder, please print your name on the ballot. If you're a proxy holder, please print your name on the ballot and the name of each shareholder you represent on the ballot. Please raise your hand once you've completed the ballot and your ballot will be collected. Well, the scrutineers have been very efficient this morning.
So, the scrutineers interim ballot report has been provided and it shows that at least the majority of all the votes cast at this meeting were voted in favor of each of the directors. The scrutineers' final numbers will be available promptly following the end of this meeting. Accordingly, I declare all those nominated or elected to serve as directors of the company to hold office until 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. Individual voting results for nominees will be set out in our corporate filings after the meeting. Next item in 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?
I move that KPMG LLP chartered accountants be appointed the independent auditors the company to hold office until the close of business at the next annual meeting of shareholders.
Thanks, Mary Anne. May I have the motion seconded? I second the motion. Thanks, Greg. Are there any questions or comments on the motion?
Thank you. I'll now call for a vote on the motion. All in favor, please signify by raising your hand. Abstentions, if any. I declare the motion carried.
The next item of business is the non binding Saionpay advisory resolution on the company's approach to executive compensation. The proxy circular sent to shareholders with the notice in the meeting contains the description of the order to be approved, the Saionpay advisory resolution must be passed by a majority of votes cast at this meeting. May I have a motion that the Saionpay advisory resolution in the form attached in Schedule A to the proxy circular be passed as a resolution of the company?
I move that the Sanjay advisory resolution on the company's approach to executive compensation be approved.
Thanks, Greg. May I have the motion seconded?
I second the motion.
Thanks, Gabriel. Are there any questions or comments on the motion? Okay. Thank you. As previously stated, the vote in respect of the non binding San Jose advisory resolution will be conducted by ballot.
This motion is required to be passed by majority of the votes cast at this meeting. The scrutineers have provided ballots at the registration desk to all registered shareholders and duly appointed proxy holders entitled to vote at this meeting. Please complete your ballot by marking an X either for or against the motion in the appropriate space. Spoiled ballots will not be counted. The ballot should be clearly signed.
If you are a shareholder, please print your name on the ballot. If you're a proxy holder, please print your name and the name of each shareholder you represent on the ballot. Please raise your hand once you have completed the ballot and your ballot will be collected. Scrutineers are very efficient today and tell me they're all set. So the Scrutineers' interim ballot report has been provided and it shows that at least the majority of all the votes cast at this meeting were cast for the motion.
Accordingly, I declare the motion carried. The scrutineers' final numbers will be available promptly following the end of this meeting. Voting results will also be set out in our corporate filings after the meeting. 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 3 years and was previously approved by shareholders at the company's Annual and Special Meeting on September 23, 2016. 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 the votes cast by all shareholders, whether in person or by proxy and a simple majority of votes cast by the independent shareholders, whether in person or by proxy as defined in the current shareholder rights plan. And independent shareholders generally any shareholder other than the acquiring person as defined in the shareholder rights 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 the resolution.
May I have a motion for the resolution approving the continuation amendment restatement of the shareholder rights plan in the form attached to Schedule B to the proxy circular 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.
Thanks, Greg. May I have the motion seconded?
I second the motion.
Thanks, Gabriel. I second them. Okay. Are there any questions or comments on the motion? Thank you.
As previously stated, the vote in respect of the resolution approving the continuation amendment and restatement of the shareholder rights plan will be conducted by ballot. This motion is required by the to be passed by the majority of the votes cast at the meeting. Scrutiners have provided ballots at the registration desk to all registered shareholders and duly appointed proxy holders entitled to vote at this meeting. Please complete your ballot by marking an X either for or against the motion in the appropriate place. Spoiled ballots will not be counted.
The ballot should be clearly signed. If you're a shareholder, please print your name on the ballot. If you're a proxy holder, please print your name and the name of each shareholder you represent on the ballot. Please raise your hand once you have completed the ballot and your ballot will be collected. Would the scrutineers please proceed to collect the ballots?
And again, they're very efficient this morning. The scrutineers interim ballot report has been provided and it shows that at least the majority of all votes cast at this meeting were cast for the motion. Accordingly, I declare the motion carried. The scrutineers' final numbers will be available promptly following the end of the meeting. Voting results will be set out in our corporate filings after the meeting.
This concludes the formal business brought before the meeting. I therefore declare the meeting to be terminated. Thank you very much.