Current Report · Items 5.02, 8.01, 9.01 · 8-K
Open Text Corporation
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
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.…
Company context
OpenText™ is a global leader in secure information management for 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 AI. Learn more at www.opentext.com.
Current securities
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
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 8.01Item 8.01 - Other Events
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.