Descartes Announces Results of Annual Meeting of Shareholders

Rhea-AI Summary

The Descartes Systems Group (DSGX) held its annual shareholder meeting on June 13, 2024, with 87.93% of outstanding shares represented. Ten directors were elected, with Deepak Chopra receiving 99.20% of votes and others also securing high percentages. KPMG LLP was reappointed as the company's auditor with 99.81% approval. Amendments to the Performance and Restricted Share Unit Plan were passed with 98.65% support. The 'Say-On-Pay' resolution, addressing executive compensation, was approved with 97.60% of votes.

Positive

• 87.93% of outstanding shares were represented, indicating strong shareholder engagement.
• Deepak Chopra received 99.20% of votes for his re-election as a director.
• Amendments to the Performance and Restricted Share Unit Plan were approved with 98.65% support.
• The 'Say-On-Pay' resolution passed with 97.60% approval, indicating shareholder agreement with executive compensation.

Negative

• Eric Demirian received the lowest percentage of votes among directors at 95.77%, which might indicate some shareholder dissent.
• The re-election of John Walker received 97.48% of votes, the lowest among directors, suggesting potential concerns.

WATERLOO, Ontario, June 13, 2024 (GLOBE NEWSWIRE) -- The Descartes Systems Group Inc. (the “Corporation”) announced the voting results from its annual meeting of shareholders held on Thursday, June 13, 2024 (the “Meeting”).

Meeting Results

The following matters, as set out in more detail in its Management Information Circular dated May 1, 2024, 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 75,081,077 which represented 87.93% of the 85,390,142 common shares of the Corporation that were outstanding as of the record date for the Meeting, being April 26, 2024.

Election of Directors
On a vote by ballot, each of the following 10 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	73,676,165	99.20%	596,867	0.80%
Deborah Close	73,226,518	98.59%	1,046,514	1.41%
Eric Demirian	71,128,917	95.77%	3,144,114	4.23%
Sandra Hanington	73,394,717	98.82%	878,315	1.18%
Kelley Irwin	73,970,478	99.59%	302,553	0.41%
Dennis Maple	73,878,334	99.47%	394,698	0.53%
Chris Muntwyler	73,393,030	98.82%	880,002	1.18%
Jane O’Hagan	72,818,746	98.04%	1,454,286	1.96%
Edward Ryan	73,683,795	99.21%	589,237	0.79%
John Walker	72,402,933	97.48%	1,870,099	2.52%

Appointment of Auditors

On a vote by ballot, KPMG LLP, Chartered Professional Accountants and 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
74,936,601	99.81%	144,458	0.19%

Amendment to Performance and Restricted Share Unit Plan

On a vote by ballot, the resolution proposed by management of the Corporation to make certain amendments to the Corporation’s Performance and Restricted Share Unit Plan was approved:

Number of Votes FOR	Percentage of Votes FOR	Number of Votes AGAINST	Percentage of Votes AGAINST
73,267,379	98.65%	1,005,652	1.35%

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
72,489,754	97.60%	1,783,278	2.40%

About Descartes

Descartes (Nasdaq:DSGX) (TSX:DSG) is the global leader in providing on-demand, software-as-a-service solutions focused on improving the productivity, security and sustainability of logistics-intensive businesses. Customers use our modular, software-as-a-service solutions to route, track and help improve the safety, performance and compliance of delivery resources; plan, allocate and execute shipments; rate, audit and pay transportation invoices; access global trade data; file customs and security documents for imports and exports; and complete numerous other logistics processes by participating in the world’s largest, collaborative multimodal logistics community. Our headquarters are in Waterloo, Ontario, Canada and we have offices and partners around the world. Learn more at www.descartes.com, and connect with us on LinkedIn and Twitter.

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

FAQ

What were the results of Descartes' 2024 annual shareholder meeting?

Descartes' annual shareholder meeting on June 13, 2024, saw high shareholder engagement with 87.93% of shares represented and all proposed directors elected.

How did shareholders vote on Descartes' directors in 2024?

All ten director nominees were elected with high percentages, including Deepak Chopra with 99.20% and John Walker with 97.48%.

Who was appointed as Descartes' auditor in 2024?

KPMG LLP was reappointed as Descartes' auditor with 99.81% approval.

Were the amendments to Descartes' Performance and Restricted Share Unit Plan approved in 2024?

Yes, the amendments were approved with 98.65% of votes in favor.

What was the outcome of Descartes' 'Say-On-Pay' resolution in 2024?

The 'Say-On-Pay' resolution was approved with 97.60% of votes.