Descartes (DSGX) shareholders approve board, auditors, rights plan and Say-On-Pay
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
The Descartes Systems Group Inc. reported voting results from its annual shareholder meeting held on June 11, 2026. Shareholders representing 74,355,358 common shares, or 86.53% of the 85,927,027 shares outstanding as of April 27, 2026, were present in person or by proxy.
All nine management director nominees were elected, each receiving at least 94.62% of votes cast, with several above 99%. KPMG LLP was reappointed as auditor with 99.14% of votes for. Shareholders also approved amendments to the Shareholder Rights Plan with 97.12% support and passed the advisory Say-On-Pay resolution with 94.73% of votes in favor, indicating broad backing for the company’s governance and executive compensation approach.
Positive
- None.
Negative
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Key Figures
Shares represented at meeting: 74,355,358 shares
Shares outstanding: 85,927,027 shares
Meeting participation: 86.53%
+5 more
8 metrics
Shares represented at meeting
74,355,358 shares
Common shares represented in person or by proxy at June 11, 2026 meeting
Shares outstanding
85,927,027 shares
Common shares outstanding on record date April 27, 2026
Meeting participation
86.53%
Percentage of outstanding common shares represented at the meeting
Auditor reappointment support
99.14%
Votes for KPMG LLP as auditor (73,717,094 for; 638,264 withheld)
Rights plan amendment support
97.12%
Votes for amendments to Shareholder Rights Plan (70,718,313 for; 2,097,504 against)
Say-On-Pay support
94.73%
Votes for advisory Say-On-Pay resolution (68,974,850 for; 3,840,966 against)
Lowest director support
94.62%
Votes for director nominee Eric Demirian (68,897,184 for; 3,918,633 against)
Highest director support
99.75%
Votes for director nominee Jane Mowat (72,631,099 for; 184,718 against)
Key Terms
Form 6-K, Shareholder Rights Plan, Say-On-Pay, National Instrument 51-102, +1 more
5 terms
Form 6-K regulatory
"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.
Say-On-Pay financial
"On a vote by ballot, the “Say-On-Pay” resolution proposed by management of the Corporation was approved"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
National Instrument 51-102 regulatory
"REPORT OF VOTING RESULTS National Instrument 51-102 – Continuous Disclosure Obligations"
National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.
Management Information Circular regulatory
"as set out in more detail in its Management Information Circular dated April 27, 2026"
A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM
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REPORT OF FOREIGN PRIVATE ISSUER
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PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
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THE SECURITIES EXCHANGE ACT OF 1934
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For the month of June 2026
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Commission File Number: 000-29970
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(Translation of registrant’s name into English)
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120 Randall Drive
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Waterloo, Ontario
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Canada N2V 1C6
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(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F
[x]
The attached Press Release issued June 11, 2026 is furnished herewith as Exhibit 99.1.
The attached Voting Report issued June 11, 2026 is furnished herewith as Exhibit 99.2.
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, thereunto duly authorized.
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THE DESCARTES SYSTEMS GROUP INC.
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(Registrant)
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By:
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/s/ Peter V. Nguyen
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Name:
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Peter V. Nguyen
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Title:
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General Counsel
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Date: June 11, 2026
EXHIBITS
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Exhibit No.
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Description
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99.1
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Press Release Issued June 11,
2026
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| 99.2 |
Voting Report Issued June 11,
2026
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| 101 |
Interactive Data File (formatted in Inline XBRL)
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Exhibit 99.1
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Press Release
Descartes Announces Results of Annual Meeting of Shareholders
WATERLOO, Ontario — June 11, 2026 — The Descartes Systems Group Inc. announced the voting results from its annual meeting of shareholders held on Thursday, June 11, 2026 (the “Meeting”).
Meeting Results
The following matters, as set out in more detail in its Management Information Circular dated April 27, 2026, 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 74,355,358 which represented
86.53% of the common shares of the Corporation that were outstanding as of the record date for the Meeting, being April 27, 2026.
Election of Directors
On a vote by ballot, each of the following 9 nominees proposed by management of the Corporation was elected as a director of the
Corporation:
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Director Nominee
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Number of
Votes FOR
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Percentage of
Votes FOR
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Number of
Votes AGAINST
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Percentage of
Votes AGAINST
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Deepak Chopra
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72,024,934
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98.91%
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790,882
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1.09%
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Eric Demirian
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68,897,184
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94.62%
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3,918,633
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5.38%
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Dennis Maple
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70,831,018
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97.27%
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1,984,798
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2.73%
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Jane Mowat
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72,631,099
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99.75%
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184,718
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0.25%
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Chris Muntwyler
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71,769,776
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98.56%
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1,046,041
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1.44%
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Jane O’Hagan
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71,265,855
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97.87%
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1,549,962
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2.13%
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Edward Ryan
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72,403,034
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99.43%
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412,783
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0.57%
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John Walker
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69,848,259
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95.92%
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2,967,558
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4.08%
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Laura Wilkin
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72,541,214
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99.62%
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274,603
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0.38%
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The Descartes Systems Group Inc. | info@descartes.com | www.descartes.com | © All rights reserved
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Appointment of Auditors
On a vote by ballot, KPMG LLP, Chartered Professional Accountants, 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.
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Number of Votes
FOR
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Percentage of Votes
FOR
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Number of Votes
WITHHELD
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Percentage of Votes
WITHHELD
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73,717,094
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99.14%
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638,264
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0.86%
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Amendment of Shareholder Rights Plan
On a vote by ballot, the resolution proposed by management of the Corporation to make certain amendments to the Corporation’s Shareholder
Rights Plan was approved:
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Number of Votes
FOR
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Percentage of Votes
FOR
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Number of Votes
AGAINST |
Percentage of Total Votes
AGAINST
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70,718,313
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97.12%
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2,097,504
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2.88%
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Say-On-Pay
On a vote by ballot, the “Say-On-Pay” resolution proposed by management of the Corporation was approved.
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Number of Votes
FOR
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Percentage of Votes
FOR
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Number of Votes
AGAINST
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Percentage of Total Votes
AGAINST
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68,974,850
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94.73%
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3,840,966
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5.27%
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About Descartes
Descartes powers more responsive, efficient, secure and
sustainable international and domestic supply chains by uniting logistics-intensive businesses on its Global Logistics Network (GLN). Shippers, carriers, and logistics service providers connect and collaborate on the GLN leveraging technology, data
and AI to manage last mile deliveries, domestic and international shipments, transportation rating and payment, global trade research, customs compliance and a variety of regulatory processes. Learn more about Descartes at www.descartes.com and connect with us on LinkedIn and X.
# # #
Descartes Investor Contact:
Laurie McCauley (519) 746-2969
investor@descartes.com
The Descartes Systems Group Inc. | info@descartes.com | www.descartes.com | © All rights reserved
Exhibit 99.2
THE DESCARTES SYSTEMS GROUP INC.
Annual Meeting of Shareholders (the “Meeting”) of
The Descartes Systems Group Inc. (the “Corporation”)
Held on June 11, 2026 by way of online webcast
REPORT OF VOTING RESULTS
National Instrument 51-102 – Continuous Disclosure Obligations
Section 11.3
General
The total number of common shares of the Corporation represented in person or by proxy at the Meeting was 74,355,358 which represented 86.53% of the 85,927,027
common shares of the Corporation that were outstanding on April 27, 2026.
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1.
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Election of Directors
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By ballot, the following nine individuals were elected to serve as directors of the Corporation, to hold office until the close of the next annual meeting of
shareholders or until their successors are duly elected or appointed in accordance with the articles and by-laws of the Corporation:
Deepak Chopra
Eric Demirian
Dennis Maple
Jane Mowat
Chris Muntwyler
Jane O’Hagan
Edward Ryan
John Walker
Laura Wilkin
The report on ballot provided by the scrutineers at the Meeting in respect of the shares voted was as follows:
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Director Nominee
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Number of
Votes FOR
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Percentage of
Votes FOR
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Number of
Votes AGAINST
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Percentage of
Votes AGAINST
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Deepak Chopra
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72,024,934
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98.91%
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790,882
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1.09%
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Eric Demirian
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68,897,184
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94.62%
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3,918,633
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5.38%
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Dennis Maple
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70,831,018
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97.27%
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1,984,798
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2.73%
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Jane Mowat
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72,631,099
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99.75%
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184,718
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0.25%
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Chris Muntwyler
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71,769,776
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98.56%
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1,046,041
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1.44%
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Jane O’Hagan
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71,265,855
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97.87%
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1,549,962
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2.13%
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Edward Ryan
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72,403,034
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99.43%
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412,783
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0.57%
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John Walker
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69,848,259
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95.92%
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2,967,558
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4.08%
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Laura Wilkin
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72,541,214
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99.62%
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274,603
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0.38%
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2.
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Appointment of Auditors
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By ballot, KPMG LLP, Chartered Professional Accountants, 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.
The report on ballot provided by the scrutineers at the Meeting in respect of the shared voted was as follows:
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Number of
Votes FOR |
Percentage of
Votes FOR |
Number of Votes
WITHHELD |
Percentage of Votes
WITHHELD |
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73,717,094
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99.14%
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638,264
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0.86%
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3.
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Amendment of Shareholder Rights Plan
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On a vote by ballot, the resolution proposed by management of the Corporation to make certain amendments to the Corporation’s Shareholder Rights Plan was
approved:
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Number of
Votes FOR |
Percentage of
Votes FOR |
Number of
Votes AGAINST |
Percentage of Total
Votes AGAINST |
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70,718,313
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97.12%
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2,097,504
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2.88%
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4.
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Say-On-Pay
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By ballot, the “Say-On-Pay” resolution proposed by management of the Corporation was approved.
The report on ballot provided by the scrutineers at the Meeting in respect of the shares voted was as follows:
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Number of
Votes FOR |
Percentage of
Votes FOR |
Number of
Votes AGAINST |
Percentage of Total
Votes AGAINST |
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68,974,850
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94.73%
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3,840,966
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5.27%
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DATED at Toronto, Ontario this 11th day of June 2026.
THE DESCARTES SYSTEMS GROUP INC.
By: /s/ Peter Nguyen
Name: Peter Nguyen
Title: General Counsel and Corporate Secretary
By: /s/ Peter Nguyen
Name: Peter Nguyen
Title: General Counsel and Corporate Secretary
FAQ
What support did Descartes (DSGX) receive for its auditor appointment in 2026?
KPMG LLP was reappointed as Descartes’ auditor with 73,717,094 votes for, representing 99.14% support. Only 638,264 votes, or 0.86%, were withheld, indicating strong shareholder backing for the external auditor.