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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 2023
 
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 15, 2022 is furnished herewith as Exhibit 99.1.
The attached Voting Report issued June 15, 2022 is furnished herewith as Exhibit 99.2.

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 15, 2023
 
 
 
 

EXHIBITS

Exhibit No.
Description
   
99.1
99.2
 		Voting Report issued June 15, 2023
Ex. 101 Interactive Data File (formatted in Inline XBRL)
 



EX-99.1 2 exhibit99-1.htm PRESS RELEASE ISSUED JUNE 15, 2023
Exhibit 99.1


DESCARTES ANNOUNCES RESULTS OF ANNUAL
SHAREHOLDER MEETING

WATERLOO, Ontario — June 15, 2023 — The Descartes Systems Group Inc. announced the voting results from its annual meeting of shareholders held on Thursday, June 15, 2023 (the “Meeting”).

Meeting Results

The following matters, as set out in more detail in its Management Information Circular dated May 10, 2023, 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 75,061,434 which represented 88.23% of the 85,078,029 common shares of the Corporation that were outstanding on May 2, 2023

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
72,901,775
97.89%
1,573,563
2.11%
Deborah Close
72,785,597
97.73%
1,689,744
2.27%
Eric Demirian
71,530,973
96.05%
2,944,368
3.95%
Sandra Hanington
73,566,240
98.78%
909,101
1.22%
Kelley Irwin
73,563,137
98.78%
912,204
1.22%
Dennis Maple
73,078,315
98.12%
1,397,026
1.88%
Chris Muntwyler
72,975,296
97.99%
1,500,046
2.01%
Jane O’Hagan
72,934,259
97.93%
1,541,082
2.07%
Edward Ryan
73,563,634
98.78%
910,707
1.22%
John Walker
72,467,017
97.30%
2,008,325
2.70%



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
74,960,046
99.88%
89,544
0.12%


Amendment of Shareholder Rights Plan

On a vote by ballot, the resolution proposed by management of the Corporation to make certain amendments to the Corporation’s Shareholder Rights Plan was approved:

Number of Votes FOR
Percentage of Votes FOR
Number of Votes AGAINST
Percentage of Votes AGAINST
73,568,932
98.78%
906,409
1.22%


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
70,668,885
94.89%
3,806,456
5.11%


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, performance and security of logistics-intensive businesses. Customers use our modular, software-as-a-service solutions to route, schedule, track and measure 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) 746-6114 x202358
investor@descartes.com

EX-99.1 3 exhibit99-2.htm
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 15, 2023 by way of online webcast

REPORT OF VOTING RESULTS
National Instrument 51-102 – Continuous Disclosure Obligations
Section 11.3

General
The total number of common shares of the Corporation represented in person or by proxy at the Meeting was 75,061,434 which represented 88.23% of the 85,078,029 common shares of the Corporation that were outstanding on May 2, 2023.

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
72,901,775
97.89%
1,573,563
2.11%
Deborah Close
72,785,597
97.73%
1,689,744
2.27%
Eric Demirian
71,530,973
96.05%
2,944,368
3.95%
Sandra Hanington
73,566,240
98.78%
909,101
1.22%
Kelley Irwin
73,563,137
98.78%
912,204
1.22%
Dennis Maple
73,078,315
98.12%
1,397,026
1.88%
Chris Muntwyler
72,975,296
97.99%
1,500,046
2.01%
Jane O’Hagan
72,934,259
97.93%
1,541,082
2.07%
Edward Ryan
73,563,634
98.78%
910,707
1.22%
John Walker
72,467,017
97.30%
2,008,325
2.70%


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
74,960,046
99.88%
89,544
0.12%


3.
Amendments to Shareholder Rights Plan

By ballot, the proposed amendments to the Corporation’s Shareholder Rights 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
73,568,932
98.78%
906,409
1.22%


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
70,668,885
94.89%
3,806,456
5.11%


DATED at Toronto, Ontario this 15th day of June 2023.

THE DESCARTES SYSTEMS GROUP INC.


By: ‘signed’
Name: Peter Nguyen
Title: General Counsel and Corporate Secretary