Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2024

Commission File Number: 000-29970

DESCARTES SYSTEMS GROUP INC

(Translation of registrant’s name into English)

120 Randall Drive

Waterloo, Ontario

Canada N2V 1C6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [ ] Form 40-F [x]

The attached Press Release issued June 13, 2024 is furnished herewith as Exhibit 99.1.

The attached Voting Report issued June 13, 2024 is furnished herewith as Exhibit 99.1.

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, thereunto duly authorized.

THE DESCARTES SYSTEMS GROUP INC.

(Registrant)


By:	/s/ Peter V. Nguyen
Name:	Peter V. Nguyen
Title:	General Counsel

Date: June 14, 2024

EXHIBITS

Exhibit No.	Description

99.1	Press Release Issued June 13, 2024
99.2	Voting Report issued June 13, 2024
Ex. 101	Interactive Data File (formatted in Inline XBRL)

Exhibit 99.1

Press Release

Descartes Announces Results of Annual Meeting of Shareholders

WATERLOO, Ontario — June 13, 2024 — The Descartes Systems Group Inc. (the “Corporation”) announced the voting results from its annual meeting of shareholders held on Thursday, June 13, 2024 (the “Meeting”).

Meeting Results

The following matters, as set out in more detail in its Management Information Circular dated May 1, 2024, were considered and voted on by shareholders at the Meeting:

General

The total number of common shares of the Corporation represented in person or by proxy at the Meeting was 75,081,077 which represented 87.93% of the 85,390,142 common shares of the Corporation that were outstanding as of the record date for the Meeting, being April 26, 2024.

Election of Directors

On a vote by ballot, each of the following 10 nominees proposed by management of the Corporation was elected as a director of the Corporation:

Director Nominee	Number of Votes FOR	Percentage of Votes FOR	Number of Votes AGAINST	Percentage of Votes AGAINST
Deepak Chopra	73,676,165	99.20%	596,867	0.80%
Deborah Close	73,226,518	98.59%	1,046,514	1.41%
Eric Demirian	71,128,917	95.77%	3,144,114	4.23%
Sandra Hanington	73,394,717	98.82%	878,315	1.18%
Kelley Irwin	73,970,478	99.59%	302,553	0.41%
Dennis Maple	73,878,334	99.47%	394,698	0.53%
Chris Muntwyler	73,393,030	98.82%	880,002	1.18%
Jane O’Hagan	72,818,746	98.04%	1,454,286	1.96%
Edward Ryan	73,683,795	99.21%	589,237	0.79%
John Walker	72,402,933	97.48%	1,870,099	2.52%

Appointment of Auditors

On a vote by ballot, KPMG LLP, Chartered Professional Accountants and Licensed Public Accountants, were appointed as the auditors of the Corporation until the close of the next annual meeting of shareholders or until their successors are appointed.

Number of Votes FOR	Percentage of Votes FOR	Number of Votes WITHHELD	Percentage of Votes WITHHELD
74,936,601	99.81%	144,458	0.19%

Amendment to Performance and Restricted Share Unit Plan

On a vote by ballot, the resolution proposed by management of the Corporation to make certain amendments to the Corporation’s Performance and Restricted Share Unit Plan was approved:

Number of Votes FOR	Percentage of Votes FOR	Number of Votes AGAINST	Percentage of Votes AGAINST
73,267,379	98.65%	1,005,652	1.35%

Say-On-Pay

On a vote by ballot, the “Say-On-Pay” resolution proposed by management of the Corporation was approved.

Number of Votes FOR	Percentage of Votes FOR	Number of Votes AGAINST	Percentage of Total Votes AGAINST
72,489,754	97.60%	1,783,278	2.40%

About Descartes

Descartes (Nasdaq:DSGX) (TSX:DSG) is the global leader in providing on-demand, software-as-a-service solutions focused on improving the productivity, security and sustainability of logistics-intensive businesses. Customers use our modular, software-as-a-service solutions to route, track and help improve the safety, performance and compliance of delivery resources; plan, allocate and execute shipments; rate, audit and pay transportation invoices; access global trade data; file customs and security documents for imports and exports; and complete numerous other logistics processes by participating in the world’s largest, collaborative multimodal logistics community. Our headquarters are in Waterloo, Ontario, Canada and we have offices and partners around the world. Learn more at www.descartes.com, and connect with us on LinkedIn and Twitter.

# # #

Descartes Investor Contact:

Laurie McCauley (519) 746-2969

investor@descartes.com

Exhibit 99.2

THE DESCARTES SYSTEMS GROUP INC.

Annual Meeting of Shareholders (the “Meeting”) of

The Descartes Systems Group Inc. (the “Corporation”)

Held on June 13, 2024 by way of online webcast

REPORT OF VOTING RESULTS

National Instrument 51-102 – Continuous Disclosure Obligations

Section 11.3

General

1.	Election of Directors

By ballot, the following eight individuals were elected to serve as directors of the Corporation, 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 by-laws of the Corporation:

Deepak Chopra

Deborah Close

Eric Demirian

Sandra Hanington

Kelley Irwin

Dennis Maple

Chris Muntwyler

Jane O’Hagan

Edward Ryan

John Walker

The report on ballot provided by the scrutineers at the Meeting in respect of the shares voted was as follows:

Director Nominee	Number of Votes FOR	Percentage of Votes FOR	Number of Votes AGAINST	Percentage of Votes AGAINST
Deepak Chopra	73,676,165	99.20%	596,867	0.80%
Deborah Close	73,226,518	98.59%	1,046,514	1.41%
Eric Demirian	71,128,917	95.77%	3,144,114	4.23%
Sandra Hanington	73,394,717	98.82%	878,315	1.18%
Kelley Irwin	73,970,478	99.59%	302,553	0.41%
Dennis Maple	73,878,334	99.47%	394,698	0.53%
Chris Muntwyler	73,393,030	98.82%	880,002	1.18%
Jane O’Hagan	72,818,746	98.04%	1,454,286	1.96%
Edward Ryan	73,683,795	99.21%	589,237	0.79%
John Walker	72,402,933	97.48%	1,870,099	2.52%

2.	Appointment of Auditors

By ballot, KPMG LLP, Chartered Professional Accountants, Chartered Accountants and Licensed Public Accountants, were appointed as the auditors of the Corporation until the close of the next annual meeting of shareholders or until their successors are appointed.

The report on ballot provided by the scrutineers at the Meeting in respect of the shared voted was as follows:

Number of Votes FOR	Percentage of Votes FOR	Number of Votes WITHHELD	Percentage of Votes WITHHELD
74,936,601	99.81%	144,458	0.19%

3.	Amendments to Performance and Restricted Share Unit (PRSU) Plan

By ballot, the proposed amendments to the Corporation’s PRSU Plan were approved.

The report on ballot provided by the scrutineers at the Meeting in respect of the shares voted was as follows:

Number of Votes FOR	Percentage of Votes FOR	Number of Votes AGAINST	Percentage of Votes AGAINST
73,267,379	98.65%	1,005,652	1.35%

4.	Say-On-Pay

By ballot, the “Say-On-Pay” resolution proposed by management of the Corporation was approved.

The report on ballot provided by the scrutineers at the Meeting in respect of the shares voted was as follows:

Number of Votes FOR	Percentage of Votes FOR	Number of Votes AGAINST	Percentage of Total Votes AGAINST
72,489,754	97.60%	1,783,278	2.40%

DATED at Toronto, Ontario this 13th day of June 2024.

THE DESCARTES SYSTEMS GROUP INC.

By: /s/ Peter Nguyen
Name: Peter Nguyen
Title: General Counsel and Corporate Secretary

Document and Entity Information	Jun. 14, 2024
Cover [Abstract]
Document Type	6-K
Amendment Flag	false
Document Period End Date	Jun. 12, 2024
Current Fiscal Year End Date	--01-31
Entity File Number	000-29970
Entity Registrant Name	DESCARTES SYSTEMS GROUP INC
Entity Central Index Key	0001050140
Entity Address, Address Line One	120 RANDALL DRIVE
Entity Address, City or Town	WATERLOO, ONTARIO, CANADA
Entity Address, Postal Zip Code	N2V 1C6