[8-K] Open Text Corp Reports Material Event

Rhea-AI Filing Summary

Open Text (NASDAQ:OTEX) filed a Form 8-K on June 26, 2025 reporting the appointment of Kristen Ludgate, former HP Chief People Officer and 3M EVP & CHRO, to its Board of Directors. She will receive standard non-employee director compensation and may defer fees into shares through the company’s Director’s Deferred Share Unit Plan. No other material business, financial, or strategic changes were disclosed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________________

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): June 26, 2025

______________________

Open Text Corporation

(Exact name of Registrant as specified in its charter)

______________________

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 June 26, 2025, the Board of Directors (the “Board”) of Open Text Corporation (“OpenText”) announced the appointment of Kristen Ludgate to its board of directors. Ms. Ludgate is a seasoned executive and strategic advisor on global workforce and human resource strategies. Most recently, Ms. Ludgate served as Chief People Officer at HP Inc.

Prior to joining HP, Ms. Ludgate spent more than 15 years at 3M Company, with her most recent role as Executive Vice President and Chief Human Resources Officer. Ms. Ludgate has a bachelor's degree from Bowdoin College and a J.D. from University of Minnesota Law School. Ms. Ludgate currently serves on the Board of Directors of Associated Bank, a publicly-traded bank, and is a member of their Compensation and Benefits and Corporate Governance and Social Responsibilities committees.

Ms. Ludgate 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, Ms. Ludgate will receive compensation for her service on the Board consistent with OpenText’s standard compensation practice for non-employee directors.

On June 26, 2025, OpenText issued a press release announcing the appointment of Ms. Ludgate 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 June 26, 2025, 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 June 26, 2025.
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

June 26, 2025

By:

/s/ Michael F. Acedo

Michael F. Acedo Executive Vice-President, Chief Legal Officer & Corporate Secretary

FAQ

Who was appointed to Open Text's board on June 26 2025?

The company appointed Kristen Ludgate, previously Chief People Officer at HP and EVP & CHRO at 3M.

Will Kristen Ludgate receive equity as part of her compensation at [[**OTEX**]]?

Yes. She may defer fees into shares under the Director’s Deferred Share Unit Plan referenced in the filing.

Did the 8-K announce any changes to Open Text's financial guidance?

No. The filing solely covers the new director appointment; no financial guidance or operational changes were provided.