Descartes Announces Results of Annual Meeting of Shareholders

Descartes (Nasdaq:DSGX) reported voting results from its June 11, 2026 annual shareholder meeting.

Rhea-AI Summary

Descartes (Nasdaq:DSGX) reported voting results from its June 11, 2026 annual shareholder meeting. Shareholders representing 74,355,358 shares (86.53%) were present in person or by proxy.

All 9 director nominees were elected, KPMG was reappointed auditor, and amendments to the Shareholder Rights Plan and the non-binding Say-On-Pay resolution were approved with vote support above 94% on each item.

Positive

• Strong turnout with 86.53% of outstanding common shares represented
• All 9 director nominees elected with at least 94.62% votes FOR
• Auditor KPMG reappointed with 99.14% of votes FOR
• Shareholder Rights Plan amendments approved with 97.12% votes FOR
• Say-On-Pay resolution passed with 94.73% votes FOR

Negative

• None.

Argus Jun 12 session

-0.79% close to close Open Argus

Details

News Market Reaction – DSGX

On Jun 12, the first trading day after this news, DSGX closed 0.79% below the previous close.

Data tracked by StockTitan Argus for the Jun 12 session.

Market Context

This announcement confirms high shareholder participation of 86.53% and strong support for all key p...

Analysis

This announcement confirms high shareholder participation of 86.53% and strong support for all key proposals, including electing nine directors, reappointing KPMG as auditors, amending the shareholder rights plan and approving Say-On-Pay. In the months leading up to the meeting, Descartes reported record results and executed AI-driven acquisitions, underscoring an active growth agenda. Investors may watch how this refreshed governance backdrop supports future financial performance and integration of recent deals.

Key Figures

Shares represented: 74,355,358 shares Participation rate: 86.53% Board nominees: 9 nominees +5 more

Shares represented

74,355,358 shares

Common shares represented at the June 11, 2026 annual meeting

Participation rate

86.53%

Percentage of outstanding common shares represented at the meeting

Board nominees

9 nominees

Number of director nominees elected at the meeting

Auditor support

73,717,094 votes (99.14%)

Votes FOR appointing KPMG LLP as auditors

Rights plan approval

70,718,313 votes (97.12%)

Votes FOR amendments to the Shareholder Rights Plan

Say-on-pay support

68,974,850 votes (94.73%)

Votes FOR the advisory Say-On-Pay resolution

Highest director support

99.75% FOR

Support level for director nominee Jane Mowat

Lowest director support

94.62% FOR

Support level for director nominee Eric Demirian

Historical Context

5 past events · Latest: Jun 03

5 events

1. Jun 03

   Earnings release

   24h Move

   +5.1%

   Record Q1 FY27 revenue, strong margins and cash flow performance.

2. May 04

   Earnings date set

   24h Move

   +0.8%

   Announcement of timing and webcast details for Q1 FY27 results.

3. Apr 23

   Acquisition

   24h Move

   -4.0%

   Acquisition of Idelic with upfront cash and potential earn-out tied to growth.

4. Apr 14

   AI product launch

   24h Move

   +3.1%

   Launch of AI-enabled Fleet Data Intelligence platform on logistics network.

5. Apr 01

   Customer adoption

   24h Move

   -0.9%

   Case study on ER2 using Descartes Sellercloud to improve fulfillment.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

management information circular, shareholder rights plan, say-on-pay, chartered professional accountants

4 terms

management information circular regulatory

"as set out in more detail in its Management Information Circular dated April 27, 2026"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

shareholder rights plan regulatory

"to make certain amendments to the Corporation’s Shareholder Rights Plan was approved"

A shareholder rights plan is a board-approved defense that makes an unsolicited takeover harder by triggering measures—such as issuing extra shares or special rights—if one investor accumulates a large stake without board approval. Think of it as a temporary roadblock that protects existing management and gives the company time to seek better offers. It matters to investors because it can affect share price, takeover chances, and whether a competing buyer can quickly buy control.

say-on-pay financial

"On a vote by ballot, the “Say-On-Pay” resolution proposed by management"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

chartered professional accountants financial

"KPMG LLP, Chartered Professional Accountants, Licensed Public Accountants, were appointed"

Chartered professional accountants are licensed finance professionals who prepare, check and certify a company’s financial records, taxes and reporting. Like trusted mechanics for a car, they inspect and validate the numbers so investors can rely on financial statements, spot risks or irregularities, and compare companies more confidently. Their work affects investor decisions because accurate, independently reviewed accounts reduce uncertainty about a business’s performance and financial health.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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WATERLOO, Ontario, June 11, 2026 (GLOBE NEWSWIRE) -- The Descartes Systems Group Inc (Nasdaq:DSGX) (TSX:DSG). announced the voting results from its annual meeting of shareholders held on Thursday, June 11, 2026 (the “Meeting”).

Meeting Results

The following matters, as set out in more detail in its Management Information Circular dated April 27, 2026, 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 74,355,358 which represented 86.53% of the common shares of the Corporation that were outstanding as of the record date for the Meeting, being April 27, 2026.

Election of Directors
On a vote by ballot, each of the following 9 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	72,024,934	98.91%	790,882	1.09%
Eric Demirian	68,897,184	94.62%	3,918,633	5.38%
Dennis Maple	70,831,018	97.27%	1,984,798	2.73%
Jane Mowat	72,631,099	99.75%	184,718	0.25%
Chris Muntwyler	71,769,776	98.56%	1,046,041	1.44%
Jane O’Hagan	71,265,855	97.87%	1,549,962	2.13%
Edward Ryan	72,403,034	99.43%	412,783	0.57%
John Walker	69,848,259	95.92%	2,967,558	4.08%
Laura Wilkin	72,541,214	99.62%	274,603	0.38%

Appointment of Auditors

On a vote by ballot, KPMG LLP, Chartered Professional Accountants, 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
73,717,094	99.14%	638,264	0.86%

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 Total Votes AGAINST
70,718,313	97.12%	2,097,504	2.88%

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
68,974,850	94.73%	3,840,966	5.27%

About Descartes

Descartes powers more responsive, efficient, secure and sustainable international and domestic supply chains by uniting logistics-intensive businesses on its Global Logistics Network (GLN). Shippers, carriers, and logistics service providers connect and collaborate on the GLN leveraging technology, data and AI to manage last mile deliveries, domestic and international shipments, transportation rating and payment, global trade research, customs compliance and a variety of regulatory processes. Learn more about Descartes at www.descartes.com and connect with us on LinkedIn and X.

Descartes Investor Contact:
Laurie McCauley (519) 746-2969
investor@descartes.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were the key results of Descartes (Nasdaq:DSGX) 2026 annual shareholder meeting?

Descartes shareholders approved all items at the 2026 annual meeting, including director elections, auditor appointment, Shareholder Rights Plan amendments, and Say-On-Pay. According to Descartes, voting support exceeded 94% FOR on each management-backed resolution, with 86.53% of shares represented.

How many Descartes (DSGX) shares were represented at the June 11, 2026 annual meeting?

A total of 74,355,358 Descartes common shares were represented at the 2026 annual meeting, equal to 86.53% of outstanding shares. According to Descartes, this figure includes shares present in person or represented by proxy as of the April 27, 2026 record date.

Were all Descartes (DSGX) director nominees elected at the 2026 annual meeting?

Yes, all nine Descartes director nominees were elected at the 2026 annual meeting with strong majorities. According to Descartes, each nominee received at least 94.62% of votes cast FOR, with some directors, such as Jane Mowat, topping 99% support.

Did Descartes shareholders approve the 2026 Say-On-Pay resolution for executive compensation?

Descartes shareholders approved the 2026 Say-On-Pay advisory resolution on executive compensation. According to Descartes, the vote was 68,974,850 shares FOR, representing 94.73%, and 3,840,966 shares AGAINST, representing 5.27%, indicating strong shareholder backing for the compensation approach.

What happened with Descartes (DSGX) Shareholder Rights Plan at the 2026 annual meeting?

Shareholders approved amendments to Descartes’ Shareholder Rights Plan at the 2026 annual meeting. According to Descartes, 70,718,313 votes, or 97.12%, supported the resolution, while 2,097,504 votes, or 2.88%, were cast AGAINST, confirming broad support for the updated plan.