OPEN TEXT CORP

Regulatory Filings • Dec 9, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 9, 2025

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Open Text Corp oration

(Exact name of Registrant as specified in its charter)

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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)

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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 1.01 Entry into a Material Definitive Agreement.

On December 9, 2025, the shareholders of Open Text Corporation (the “Company”) approved the continuance, amendment and restatement of the shareholder rights plan (the “Amended Rights Plan”) that the Company and Computershare Investor Services Inc. (the “Rights Agent”) originally entered into as of November 1, 2004, and as previously amended and restated on December 6, 2007, December 2, 2010, September 26, 2013, September 23, 2016, September 4, 2019 and September 15, 2022 (the “Rights Plans”). The Rights Agent also acts as transfer agent for the Company, as trustee to the Company’s employee benefit trust and from time to time in connection with acquisitions, as escrow agent for the Company.

The Amended Rights Plan continues (with the non-substantive changes described below) a right (which may only be exercised if a person acquires control of 20% or more of the Company's common shares (“Common Shares”)) for each shareholder, other than the person that acquires 20% or more of the Common Shares, to acquire additional Common Shares at one-half of the market price at the time of exercise. This significantly dilutes the share position of the person that acquires 20% or more of the Common Shares and practically prevents that person from acquiring control of 20% or greater of the Common Shares unless the Amended Rights Plan has been withdrawn or the buyer makes a Permitted Bid (as defined in the Amended Rights Plan). The most common approaches that a buyer may take to have the Amended Rights Plan withdrawn are to negotiate with the Board of Directors to have the Amended Rights Plan waived, or to apply to a securities commission to order withdrawal of the Amended Rights Plan if the Company cannot develop an auction. Both of these approaches will give the Board of Directors more time and control over any sale process and increase the likelihood of a better offer to the Company’s shareholders.

The Amended Rights Plan is identical in all material respects to the prior Rights Plan approved at the annual meeting of shareholders held on September 15, 2022, subject to updates of a non-substantive, administrative or technical nature, including to update for the passage of time, updates for consistency and updates to permit the issuance and registration of rights under the Amended Rights Plan in book entry form.

The Amended Rights Plan will remain in force until the earlier of the Termination Time (the time at which the right to exercise rights shall terminate pursuant to the Amended Rights Plan) and the termination of the 2028 annual meeting of the Company's shareholders unless at or prior to such meeting the Company's shareholders ratify the continued existence of the Amended Rights Plan, in which case the Amended Rights Plan would expire at the earlier of the Termination Time and the termination of the 2028 annual meeting of the Company's shareholders.

The foregoing summary of the Amended Rights Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Rights Plan, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) At the Meeting, the proposals listed below were submitted to a vote of the shareholders.

(b) The voting results for each proposal at the Meeting is set forth below. Shareholders holding 216,406,723 of the common shares of the Company representing 85.84% of the outstanding common shares we re present or represented by proxy at the Meeting.

Proposal 1 - Election of Directors

The following table sets forth information regarding the election of each of the following nominees as directors of the Company until the next annual meeting of shareholders of the Company or until the successor of such director is duly elected or appointed:

(a)	P. Thomas Jenkins	Outcome of Vote — Carried by ballot	Vote For — 204,795,917	96.27 %	Votes Against — 7,944,882	3.73 %	Broker Non-Votes — 3,663,477
(b)	Randy Fowlie	Carried by ballot	185,939,584	87.40 %	26,801,215	12.60 %	3,663,477
(c)	David Fraser	Carried by ballot	203,312,138	95.57 %	9,428,661	4.43 %	3,663,477
(d)	John Hastings	Carried by ballot	212,086,843	99.69 %	653,959	0.31 %	3,663,474
(e)	Robert Hau	Carried by ballot	211,960,450	99.63 %	780,350	0.37 %	3,663,476
(f)	Goldy Hyder	Carried by ballot	209,724,294	98.58 %	3,016,506	1.42 %	3,663,476
(g)	Kristen Ludgate	Carried by ballot	212,092,835	99.70 %	647,967	0.30 %	3,663,474
(h)	Fletcher Previn	Carried by ballot	212,097,309	99.70 %	643,493	0.30 %	3,663,474
(i)	Annette Rippert	Carried by ballot	209,374,004	98.42 %	3,366,797	1.58 %	3,663,475
(j)	George Schindler	Carried by ballot	212,101,602	99.70 %	639,198	0.30 %	3,663,476
(k)	Margaret Stuart	Carried by ballot	211,751,332	99.53 %	989,470	0.47 %	3,663,474
(l)	Deborah Weinstein	Carried by ballot	198,358,316	93.24 %	14,382,484	6.76 %	3,663,476

Proposal 2 - Re-Appointment of Independent Auditors

The shareholders approved the re-appointment of KPMG LLP, Chartered Professional Accountants, as the independent auditors of the Company to hold office until the next annual meeting of shareholders or until a successor is appointed, as set forth below:

Votes For	Votes Withheld
191,233,305 (88.37%)	25,170,970 (11.63%)

There was 1 broker non-vote.

Proposal 3 - Continuance, Amendment and Restatement of the Shareholder Rights Plan

The shareholders approved the continuance, amendment and restatement of the Shareholder Rights Plan, as set forth below:

Votes For	Votes Against
205,127,765 (96.42%)	7,613,036 (3.58%)

There were 3,663,475 broker non-votes.

Proposal 4 - Shareholder Advisory Vote on Executive Compensation (Say-on-Pay Vote)

The results of the non-binding advisory vote on the Company’s approach to executive compensation are set forth below:

Votes For	Votes Against
191,153,095 (89.85%)	21,587,706 (10.15%)

There were 3,663,475 broker non-votes.

Item 8.01 Other Events of Importance to Security Holders.

On December 9, 2025, the Company issued a press release announcing the voting results for its election of directors at the Meeting held virtually earlier that day. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

P. Thomas Jenkins will continue to serve as Chair of the Board of Directors and Major-General (Ret.) David Fraser will continue to serve as the independent Lead Director of the Board of Directors.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
4.1	Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated December 9, 2025.
99.1	Press release issued by Open Text Corporation on December 9, 2025.
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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.

/s/ Michael F. Acedo
Michael F. Acedo EVP, Chief Legal Officer and Corporate Secretary

Exhibit Index

Exhibit Number	Description
4.1	Amended and Restated Shareholder Rights Plan Agreement between Open Text Corporation and Computershare Investor Services, Inc. dated December, 9 2025
99.1	Press release issued by Open Text Corporation on December 9, 2025.
101.INS	XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL taxonomy extension schema.
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101.PRE	Inline XBRL taxonomy extension presentation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).