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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): November 25, 2024

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Open Text Corporation

(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)

______________________

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 November 25, 2024, the Board of Directors (the “Board”) of Open Text Corporation (“OpenText”) appointed Fletcher Previn to its board of directors. Mr. Previn is Senior Vice President & Chief Information Officer of Cisco Systems, Inc.

Prior to joining Cisco, Mr. Previn spent 15 years at IBM, with his most recent role serving as their Global Chief Information Officer. Mr. Previn holds a Bachelor of Arts degree from Connecticut College.

Mr. Previn 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 his or her 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, 2024, filed with the Securities and Exchange Commission on August 1, 2024. In addition, Mr. Previn will receive compensation for his service on the Board consistent with OpenText’s standard compensation practice for non-employee directors.

On November 26, 2024, OpenText issued a press release announcing the appointment of Mr. Previn 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 November 26, 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 November 26, 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

November 26, 2024

By:

/s/ Michael F. Acedo

Michael F. Acedo

Executive Vice-President, Chief Legal Officer & Corporate Secretary

EX-99.1 2 pressreleaseboardappointme.htm EX-99.1 Document

Exhibit 99.1

OpenText Appoints Fletcher Previn to Board of Directors

Waterloo, ON, November 26, 2024 - Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), today announced the appointment of Fletcher Previn to its board of directors. Mr. Previn is Senior Vice President & Chief Information Officer of Cisco Systems, Inc., a worldwide technology leader that connects a broad range of technologies that help to power, secure, and draw insights from the Internet.

"I am very pleased to welcome Fletcher to the OpenText Board," said Tom Jenkins, Chair of the Board of Directors. "He is a highly qualified executive with over 20 years of experience in IT with extensive expertise in guiding large organizations through significant shifts and in driving agile transformation and modern ways of working, IT modernization, software development, and delivering productivity tools. Fletcher's appointment reflects the Board's ongoing commitment to board refreshment and skill-set diversity, as well as further aligning the qualifications and expertise of our directors with our strategy and significant growth and margin expansion opportunities."

Prior to joining Cisco, Mr. Previn spent 15 years at IBM, with his most recent role serving as their Global Chief Information Officer where he led a global team of more than 12,000 IT professionals. A systems engineer by training, Mr. Previn holds a Bachelor of Arts degree from Connecticut College.

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: https://www.opentext.com/about/copyright-information.