Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): July 9, 2024

______________________

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock without par value	OTEX	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 9, 2024, the Board of Directors (the “Board”) of Open Text Corporation (“OpenText”) appointed Annette Rippert as a director, effective immediately. Ms. Rippert is a seasoned executive having served in key senior leadership roles at Accenture plc, including most recently as its Group Chief Executive – Strategy & Consulting until her retirement from Accenture.

Ms. Rippert currently serves as a member of the Board of Trustees for Northwestern University and holds a Bachelor of Science in Computer Science degree and a Master of Management degree, both from Northwestern University.

Ms. Rippert will participate in OpenText’s Director’s Deferred Share Unit Plan (the “DSU Plan”), whereby any non-management director of OpenText may elect to defer all or part of their retainer and/or fees in the form of common shares. A copy of the DSU Plan is filed as Exhibit 10.4 to OpenText’s Annual Report on Form 10-K for the year ended June 30, 2023, filed with the Securities and Exchange Commission on August 3, 2023. In addition, Ms. Rippert will receive compensation for her service on the Board consistent with OpenText’s standard compensation practice for non-employee directors.

On July 9, 2024, OpenText issued a press release announcing the appointment of Ms. Rippert to the Board, a copy of which is filed herewith as Exhibit 99.1.

Item 8.01. Other Events.

Incorporated by reference is a press release issued by OpenText on July 9, 2024, which is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.						Description

99.1						Press Release, dated July 9, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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

July 9, 2024

By:

/s/ Michael F. Acedo

Michael F. Acedo

Executive Vice-President, Chief Legal Officer & Corporate Secretary

Exhibit 99.1

OpenText Appoints Annette Rippert to Board of Directors

Waterloo, ON, July 9, 2024 - Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced the appointment of Annette Rippert to its board of directors. Ms. Rippert is a seasoned executive having served in key senior leadership roles at Accenture, including most recently as its Group Chief Executive – Strategy & Consulting until her retirement from Accenture.

“I am pleased to welcome Annette to the OpenText Board,” said Tom Jenkins, Chair of the Board of Directors. “She is a highly qualified executive with nearly 30 years’ experience at a leading global professional services firm that specializes in Information Technology services and consulting. Annette’s appointment reflects the Board's ongoing commitment to board refreshment and diversity, as well as further aligning the qualifications and expertise of our directors with our strategy and significant growth opportunities.”

In her roles at Accenture, Ms. Rippert led the firm’s global Strategy & Consulting business, transforming the advisory services portfolio by accelerating the use of technology, data, and AI to drive new, differentiated growth. She spearheaded the acquisition of more than 20 companies and introduced Accenture’s “Business Futures” thought leadership, creating a strong foundation for the future. Ms. Rippert also led Accenture’s Technology business in North America, pivoting the business to new areas including data, cloud, platform services, and software engineering. Throughout her distinguished career, she has helped clients digitally transform in key industries such as communications, media, technology, health, and public service.

Ms. Rippert was ranked first on The Consulting Report’s Top 25 Women Leaders in Consulting and was named to the HERoes Top 100 Women Executives list for her work in driving change to increase workplace gender diversity. In addition to her business achievements, Ms. Rippert serves as a member of the Board of Trustees for Northwestern University.

About OpenText

OpenText™ is the leading Information Management software and services company in the world. We help organizations solve complex global problems with a comprehensive suite of Business Clouds, Business AI, and Business Technology. For more information about OpenText (NASDAQ/TSX: OTEX), please visit us at www.opentext.com.

Copyright ©2024 Open Text. OpenText is a trademark or registered trademark of Open Text. The list of trademarks is not exhaustive of other trademarks. Registered trademarks, product names, company names, brands and service names mentioned herein are property of Open Text. All rights reserved. For more information visit: http://www.opentext.com/who-we-are/copyright-information.

Cover Document	Jul. 09, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 09, 2024
Entity Registrant Name	Open Text Corp
Entity Incorporation, State or Country Code	Z4
Entity File Number	0-27544
Entity Tax Identification Number	98-0154400
Entity Central Index Key	0001002638
Amendment Flag	false
Entity Address, Address Line One	275 Frank Tompa Drive
Entity Address, City or Town	Waterloo
Entity Address, State or Province	ON
Entity Address, Country	CA
Entity Address, Postal Zip Code	N2L 0A1
City Area Code	519
Local Phone Number	888-7111
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock without par value
Trading Symbol	OTEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false