Open Text Corporation (OTEX) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of OpenText Corporation. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. [Operator Instructions] It is now my pleasure to turn today's meeting over to Tom Jenkins. Mr. Jenkins, the floor is yours.

Good morning, everyone, and welcome to the Annual General Meeting of OpenText shareholders. My name is Tom Jenkins, chair of OpenText, and 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 address the ongoing public health impact of COVID-19 and to mitigate risk to the health and safety of our communities, shareholders, employees, and other stakeholders, the meeting is once again being held as a completely virtual meeting. Although we always look forward to engaging in person with our shareholders at our Annual Shareholders Meeting, in light of the continuing global pandemic, we felt we had to provide a safer alternative for everyone. We look forward to meeting you again in person when it is 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 you're meeting in person. The people who'll be speaking today are not all in the same physical location. And for this reason, I may pause from time to time to allow coordination from the different locations. I'll also pause at certain points during the meeting to provide an opportunity for you to vote or to ask questions online. As in past years, we expect that the vast majority of all the 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 in accordance with the instructions to be provided. Given the virtual format of the meeting and in order for us to expediently 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 those questions now, clearly identifying the applicable item of the formal business as well as your name and contact information. Shareholders can submit those questions by clicking on the questions tab, typing in, and submitting your questions. During the course of this meeting, at the appropriate time, such questions will be addressed prior to 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; go through the procedural matters; then we'll have 4 matters of business to conduct today, the presentation of the financial statements, the election of the Directors, the reappointment of the company's independent auditors, the nonbinding Say-on-Pay advisory resolution on the company's approach to exact compensation. Following the formal meeting, we'll have a question-and-answer session. If you have any questions on the business of the company not specifically related to any item of business to be discussed today at our 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 this meeting, a member of our team will follow up with you after the meeting. I'll now call the meeting to order. This meeting has been convened pursuant to the resolution of the Board of Directors in accordance with the company's bylaws. I'll act as chair of the meeting; Michael Acedo, 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 scrutineer to compute the votes of the ballots taken at this meeting and report the 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 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's filings with the United States Securities and Exchange Commission and the Canadian securities regulators, including OpenText's annual report on Form 10-K.

The Secretary has confirmed that notice of the 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. I direct that a copy of such proof of service be annexed to 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 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'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'd request 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're 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 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 of each item prior to casting your vote. Once the polls have been opened, the items of business to be voted on 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, we'll have a moment to answer your votes. I will 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 the presentation of the company's audited consolidated financial statements and the auditor's report thereon. The 2021 annual report to shareholders, including the company's 2021 audited consolidated financial statements and the auditor's 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 2021 audited consolidated financial statements, these questions can be submitted at any time and will be addressed at 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 12. The proxy circular for the meeting contains the names and the backgrounds of the individuals who'll be nominated by the company for election as Directors. I'll 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 Sadler, Harmit Singh, Michael Slaunwhite, Katharine Stevenson and Deborah Weinstein.

Thank you. 12 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'll pause 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'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 of the 12 nominated candidates not necessary to vote again on this ballot. You may vote for up to 12 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 company's majority voting policy for 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 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 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 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 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 on the company's approach to executive compensation. The proxy circular for the meeting contains the description of the Say-on-Pay advisory vote along with the full text of the Say-on-Pay advisory resolution. This vote is advisory only and nonbinding 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 attached to Schedule A 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 of any questions received on this item of business.

Mr. Chairman, I will once again 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 your 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 this ballot. We will now proceed with the process of completing the voting on all the items of business for the meeting. For those of you who have not voted on all of the items of 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, and it's not necessary to vote again via online ballot. We'll now take a short break to allow shareholders to complete voting on all items of business and to allow for the results to be tabulated by the scrutineer. [Voting]

Mr. Chairman, the voting is now complete, and the polls are closed.

That concludes voting at today's meeting. The scrutineer has now reported that all matters put to a ballot at this meeting have been passed with the requisite shareholder report. Accordingly, I declare that each of the 12 Directors nominated is hereby elected to serve as 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. A report disclosing the voting results in respect to each applicable item 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'll be pleased to answer any 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 will answer as many questions as time permits. When asking your question, please state your name, the company 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 will now give attendees a moment to type in their questions. For each question we answer, we'll summarize the question, read it out loud the name of the person who asked such question and if applicable, the company such person represents. We would like to remind you that questions, which were already answered or that are redundant or repetitive will not be answered. I would ask the Secretary to please advise if there are any questions?

Mr. Chairman, I confirm that we have not received any further questions today.

Thank you. That is all for today. I would like to thank you for participating in the business and the meeting and for your interest in the company.

This concludes the meeting. You may now disconnect.