Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
17 June 2024 - 10:23PM
Edgar (US Regulatory)
false2024-06-1201-31000-299700001050140120 RANDALL DRIVEWATERLOO, ONTARIO, CANADAN2V 1C600010501402024-06-142024-06-14
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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 6-K
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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 2024
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Commission File Number: 000-29970
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DESCARTES SYSTEMS GROUP INC
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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 13, 2024 is furnished herewith as Exhibit 99.1.
The attached Voting Report issued June 13, 2024 is furnished herewith as Exhibit 99.1.
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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Title:
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General Counsel
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Date: June 14, 2024
EXHIBITS
Exhibit 99.1
Press Release
Descartes Announces Results of Annual Meeting of Shareholders
WATERLOO, Ontario — June 13, 2024 — 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:
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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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73,676,165
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99.20%
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596,867
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0.80%
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Deborah Close
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73,226,518
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98.59%
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1,046,514
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1.41%
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Eric Demirian
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71,128,917
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95.77%
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3,144,114
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4.23%
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Sandra Hanington
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73,394,717
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98.82%
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878,315
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1.18%
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Kelley Irwin
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73,970,478
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99.59%
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302,553
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0.41%
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Dennis Maple
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73,878,334
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99.47%
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394,698
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0.53%
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Chris Muntwyler
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73,393,030
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98.82%
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880,002
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1.18%
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Jane O’Hagan
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72,818,746
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98.04%
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1,454,286
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1.96%
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Edward Ryan
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73,683,795
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99.21%
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589,237
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0.79%
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John Walker
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72,402,933
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97.48%
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1,870,099
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2.52%
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The Descartes Systems Group Inc. | info@descartes.com | www.descartes.com | © All rights reserved
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.
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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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74,936,601
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99.81%
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144,458
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0.19%
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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:
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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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73,267,379
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98.65%
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1,005,652
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1.35%
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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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72,489,754
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97.60%
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1,783,278
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2.40%
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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
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 13, 2024 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 75,081,077 which represented 87.93% of the
85,390,142 common shares of the Corporation that were outstanding on April 26, 2024.
By ballot, the following eight 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
Deborah Close
Eric Demirian
Sandra Hanington
Kelley Irwin
Dennis Maple
Chris Muntwyler
Jane O’Hagan
Edward Ryan
John Walker
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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73,676,165
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99.20%
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596,867
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0.80%
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Deborah Close
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73,226,518
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98.59%
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1,046,514
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1.41%
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Eric Demirian
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71,128,917
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95.77%
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3,144,114
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4.23%
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Sandra Hanington
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73,394,717
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98.82%
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878,315
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1.18%
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Kelley Irwin
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73,970,478
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99.59%
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302,553
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0.41%
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Dennis Maple
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73,878,334
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99.47%
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394,698
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0.53%
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Chris Muntwyler
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73,393,030
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98.82%
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880,002
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1.18%
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Jane O’Hagan
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72,818,746
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98.04%
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1,454,286
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1.96%
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Edward Ryan
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73,683,795
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99.21%
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589,237
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0.79%
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John Walker
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72,402,933
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97.48%
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1,870,099
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2.52%
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| 2. |
Appointment of Auditors
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By ballot, KPMG LLP, Chartered Professional Accountants, Chartered 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.
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
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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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74,936,601
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99.81%
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144,458
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0.19%
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| 3. |
Amendments to Performance and Restricted Share Unit (PRSU) Plan
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By ballot, the proposed amendments to the Corporation’s PRSU Plan were 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
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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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73,267,379
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98.65%
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1,005,652
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1.35%
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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
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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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72,489,754
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97.60%
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1,783,278
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2.40%
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DATED at Toronto, Ontario this 13th day of June 2024.
THE DESCARTES SYSTEMS GROUP
INC.
By: /s/ Peter Nguyen
Name: Peter Nguyen
Title: General Counsel and Corporate Secretary
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