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OpenText (NASDAQ: OTEX) adds Jill Larsen to board as Kristen Ludgate resigns

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8-K

Rhea-AI Filing Summary

Open Text Corporation announced that Jill Larsen has been appointed to its board of directors effective July 17, 2026. Larsen is Chief People Officer at Synopsys, Inc. and has held senior human resources and C-suite roles at several global technology companies. She holds degrees from Boston College and Emmanuel College, is a certified Professional in Human Resources, and a member of the National Association of Corporate Directors.

Larsen will participate in OpenText’s Director’s Deferred Share Unit Plan, under which non-management directors may elect to defer retainers and fees in common shares, and will receive standard non-employee director compensation. The board determined she is independent under Canadian, U.S., NASDAQ and TSX standards. In conjunction with her appointment, Kristen Ludgate resigned from the board for personal reasons, not due to any disagreement with the company, effective July 17, 2026. OpenText issued a press release detailing these governance changes.

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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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of board changes July 17, 2026 Date Jill Larsen joined and Kristen Ludgate resigned from the board
Synopsys workforce over 25,000 employees Global workforce served by Jill Larsen as Chief People Officer at Synopsys, Inc.
Form 10-K year end for DSU Plan reference June 30, 2025 Year ended for the Annual Report containing the Director’s Deferred Share Unit Plan as Exhibit 10.4
Director’s Deferred Share Unit Plan financial
"Ms. Larsen will participate in OpenText’s Director’s Deferred Share Unit Plan"
National Instrument 58-101 – Disclosure of Corporate Governance Practices regulatory
"meets the applicable director independence provisions of National Instrument 58-101"
Professional in Human Resources other
"She is a certified Professional in Human Resources and a member"
independent regulatory
"The Board has determined that Ms. Larsen is independent and meets the applicable"

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FAQ

What board changes did OpenText (OTEX) announce on July 17, 2026?
OpenText announced the appointment of Jill Larsen to its board of directors and the resignation of Kristen Ludgate, both effective July 17, 2026. The company also issued a press release describing these governance changes and thanking Ludgate for her service.

What is Jill Larsen’s professional background relevant to OpenText (OTEX)?
Jill Larsen is currently Chief People Officer at Synopsys, Inc., overseeing a global workforce of over 25,000 employees. She previously held senior HR and C-suite roles at technology companies including PTC, Medidata, Cisco Systems, EMC and SunGard, focusing on large-scale talent and digital transformations.

How will new director Jill Larsen be compensated at OpenText (OTEX)?
Jill Larsen will receive compensation consistent with OpenText’s standard practice for non-employee directors. She will also participate in the Director’s Deferred Share Unit Plan, which allows non-management directors to elect to defer all or part of their retainers and fees in the form of common shares.

Why did Kristen Ludgate resign from the OpenText (OTEX) board?
Kristen Ludgate resigned from the OpenText board for personal reasons. The company states her resignation was not due to any disagreement with OpenText on operations, policies or practices, and it formally accepted her resignation effective July 17, 2026.

Is Jill Larsen considered an independent director at OpenText (OTEX)?
Yes. The board determined that Jill Larsen is independent under National Instrument 58-101, the U.S. Securities Exchange Act of 1934 and related rules, and applicable NASDAQ and Toronto Stock Exchange independence standards, qualifying her as an independent member of the board.

What is OpenText’s Director’s Deferred Share Unit Plan mentioned for OTEX directors?
The Director’s Deferred Share Unit Plan allows any non-management director to elect to defer all or part of their retainer and/or fees in the form of common shares. The plan is described in Exhibit 10.4 to OpenText’s Form 10-K for the year ended June 30, 2025.
0001002638false00010026382026-07-172026-07-17


 
 
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): July 17, 2026
______________________
Open Text Corporation
(Exact name of Registrant as specified in its charter)
______________________
Canada0-2754498-0154400
(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 valueOTEXNASDAQ 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 July 17, 2026, Open Text Corporation (“OpenText” or the “Company”) announced the appointment of Jill Larsen to its board of directors (the “Board”) effective immediately.
Ms. Larsen currently serves as Chief People Officer at Synopsys, Inc., a publicly traded global technology company. Prior to Synopsys, Ms. Larsen served as a Chief People Officer and C-suite executive in global public and private companies including PTC, Medidata, Cisco Systems, EMC, and SunGard. Ms. Larsen earned a B.A. in Communications & English from Boston College and an M.S. in HR Management from Emmanuel College. She is a certified Professional in Human Resources and a member of the National Association of Corporate Directors.
Ms. Larsen 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 their 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, Ms. Larsen will receive compensation for her service on the Board consistent with OpenText’s standard compensation practice for non-employee directors.
The Board has determined that Ms. Larsen 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 Ms. Larsen and any other person pursuant to which she was appointed, and there are no family relationships between Ms. Larsen and any director or executive officer of the Company or related transactions between Ms. Larsen and the Company that are required to be reported.
In conjunction with Ms. Larsen’s appointment to the Board, OpenText further announced that Kristen Ludgate has notified the Company of her decision to resign from the Board. Ms. Ludgate’s resignation from the Board was for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company accepted Ms. Ludgate’s resignation, effective July 17, 2026.
On July 17, 2026, OpenText issued a press release announcing the appointment of Ms. Larsen and resignation of Ms. Ludgate, 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 July 17, 2026, 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 July 17, 2026.
104Cover 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
July 17, 2026
 By:/s/ Michael F. Acedo
   Michael F. Acedo
EVP, Chief Legal Officer & Corporate Secretary



Exhibit 99.1
OpenText Appoints Jill Larsen to Board of Directors
Waterloo, ON, July 17, 2026 – Open Text Corporation (NASDAQ: OTEX), (TSX: OTEX), a global leader in data management for enterprise AI, today announced the appointment of Jill Larsen to its board of directors (the Board) effective immediately. Ms. Larsen is a seasoned executive, currently serving as Chief People Officer at Synopsys, Inc., a publicly traded global technology company and leader in engineering solutions from silicon to systems. At Synopsys, Ms. Larsen focuses on organizational strategy and talent planning, cultural vitality, employee experience, total rewards and leadership development, serving a global workforce of over 25,000 employees.
Prior to Synopsys, Ms. Larsen served as a Chief People Officer and C-suite executive in global public and private companies including PTC, Medidata, Cisco Systems, EMC, and SunGard. Throughout her extensive career, Ms. Larsen has architected and managed best-in-class human resources organizations and overseen talent and digital transformations at global scale across a variety of technology companies. Ms. Larsen earned a B.A. in Communications & English from Boston College and an M.S. in HR Management from Emmanuel College. She is a certified Professional in Human Resources and a member of the National Association of Corporate Directors.
“We are pleased to welcome Jill to the OpenText Board,” said Tom Jenkins, Chair of the Board, OpenText. “She is a seasoned technology executive with extensive experience in executive compensation, workforce planning, talent acquisition and organizational design. Having led global workforces at large technology companies, she will be highly valuable in supporting the Board’s governance of our people and culture priorities, in line with shareholder expectations.”
In conjunction with Ms. Larsen’s appointment to the Board, the Company also announced that Kristen Ludgate has notified the Company of her decision to resign from the Board.
“On behalf of the leadership team, we thank Kristen for her partnership and contributions to the Board and wish her every success ahead,” said Ayman Antoun, CEO, OpenText. “We're also pleased to welcome Jill to the Board, whose voice at the table will help drive our next stage of growth.”
Ms. Ludgate’s resignation from the Board was for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company accepts Ms. Ludgate’s resignation, effective today, and thanks her for her service and contributions to the Board.
For more information, please contact:
Greg Secord
Vice President, Global Head of Investor Relations
Open Text Corporation
(416) 956 0380 (Canada) / (415) 963 0825 (U.S.)
investors@opentext.com
Copyright © 2026 OpenText. All Rights Reserved. Trademarks owned by OpenText. One or more patents may cover this product(s). For more information, please visit https://www.opentext.com/patents.
About OpenText
OpenText™ is a global leader in data management for enterprise AI, helping organizations protect, govern, and activate their data with confidence. Our technologies turn data into information with context to form the knowledge base for enterprise AI. Learn more at www.opentext.com.

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