OpenText (OTEX) adds ex‑CGI CEO George Schindler to Board on 10/6/2025

OpenText Corporation appointed George Schindler to its board of directors on October 6, 2025.

Rhea-AI Filing Summary

OpenText Corporation appointed George Schindler to its board of directors on October 6, 2025. Mr. Schindler served as President and Chief Executive Officer of CGI Inc. from 2016 to 2024 and previously held senior operating roles at CGI, bringing multi‑year leadership experience in large IT services operations. He is eligible to participate in OpenText’s Director’s Deferred Share Unit Plan, under which non‑management directors may elect to defer retainers and fees into common shares, and will receive standard non‑employee director compensation. The Board concluded Mr. Schindler is independent under applicable Canadian and U.S. rules and NASDAQ/Toronto Stock Exchange standards. The company disclosed there are no related‑party arrangements or family relationships requiring reporting. A press release announcing the appointment is filed as Exhibit 99.1.

Positive

• Experienced leadership: appointment of George Schindler, former CEO of CGI (2016–2024), adds senior industry experience
• Independence confirmed: Board determined Mr. Schindler meets independence rules under U.S. and Canadian standards and exchange rules
• Standard compensation: director will participate in the DSU Plan and receive OpenText’s routine non‑employee director pay, implying no unusual payouts
• No related‑party issues: company disclosed there are no arrangements or family relationships requiring reporting

Negative

• None.

Insights

Corporate Governance Analyst

Experienced industry operator added to strengthen board oversight.

Mr. Schindler’s tenure as CEO and prior operational roles at CGI signal relevant enterprise software and services experience that can inform strategy and oversight at OpenText. Board additions with recent CEO experience often help on strategic reviews and M&A execution.

Independence confirmation and standard director pay/DSU participation reduce governance frictions; there are no reported related‑party ties. Near term, monitor board committee assignments and any referenced strategic initiatives for measurable impact within 6–12 months.

8-K Event Classification

2 items: 5.02, 8.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

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

Who was appointed to the OpenText (OTEX) board on 10/6/2025?

The company appointed George Schindler, who was CEO of CGI Inc. from 2016 to 2024.

Is the new director at OpenText considered independent?

Yes; the Board determined Mr. Schindler meets independence requirements under applicable U.S. and Canadian rules and NASDAQ/Toronto Stock Exchange standards.

Will George Schindler receive special compensation for joining the OpenText board?

He will receive compensation consistent with OpenText’s standard non‑employee director practices and may participate in the Director’s Deferred Share Unit Plan.

Are there any related‑party transactions or family ties reported with the new director?

No; the filing states there are no arrangements or family relationships between Mr. Schindler and any director or executive officer that must be reported.

Where can I find the press release announcing the appointment?

The press release announcing the appointment is filed as Exhibit 99.1 to the report.

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

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Accepted by SEC EDGAR 10/06/2025 - 05:08 PM Learn about SEC filing dates

0001002638false00010026382025-10-062025-10-06

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): October 6, 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 October 6, 2025, Open Text Corporation (“OpenText”) appointed George Schindler to its board of directors (the “Board”). Mr. Schindler previously served as President and Chief Executive Officer of CGI Inc. (“CGI”) from 2016 to 2024 and currently serves as a member of the board of directors of CGI.

Prior to his role as President and Chief Executive Officer of CGI, Mr. Schindler served as President and Chief Operating Officer of CGI from 2015 to 2016 and as President, United States and Canada Operations from 2011 to 2015. He holds a Bachelor of Science degree in Computer Science from Purdue University.

Mr. Schindler 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, 2025, filed with the Securities and Exchange Commission on August 7, 2025. In addition, Mr. Schindler will receive compensation for his service on the Board consistent with OpenText’s standard compensation practice for non-employee directors.

The Board has determined that Mr. Schindler is independent and meets the applicable director independence provisions of National Instrument 58-101 – Disclosure of Corporate Governance Practices, the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, and the applicable rules of NASDAQ and Toronto Stock Exchange. There is no arrangement or understanding between Mr. Schindler and any other person pursuant to which he was appointed, and there are no family relationships between Mr. Schindler and any director or executive officer of the Company or related transactions between Mr. Schindler and the Company that are required to be reported.

On October 6, 2025, OpenText issued a press release announcing the appointment of Mr. Schindler 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 October 6, 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 October 6, 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

October 6, 2025

By:

/s/ Michael F. Acedo

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