UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 11, 2025
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(Exact name of Registrant as specified in its charter)
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices)
(519 ) 888-7111
(Registrant's telephone number, including area code)
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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):
Securities registered pursuant to Section 12(b) of the Act:
| Title | Trading Symbol | Name of each exchange on which registered | ||||||
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. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) amends Item 5.02 of Open Text Corporation’s (“OpenText” or the “Company”) Current Report on Form 8-K filed on August 11, 2025 (the “Original Form 8-K”). This Amendment should be read in conjunction with the Original Form 8-K. Except as set forth below, the Original Form 8-K remains unchanged.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 11, 2025, the Company announced that James McGourlay, formerly Executive Vice President, International Sales at OpenText, was appointed Interim Chief Executive Officer, effective immediately.
Effective August 15, 2025, Mr. McGourlay will receive an additional premium of C$25,695 (less applicable deductions) per pay period, above and beyond his current base salary during the time he is serving in the interim role of Chief Executive Officer. Effective for the Company’s fiscal year 2026, Mr. McGourlay will also be eligible for a targeted annual variable compensation of 100% of his annual base salary earned, inclusive of the additional premium noted above (less applicable deductions). In addition, Mr. McGourlay is also eligible for a target value grant of US$281,250 in the form of restricted and performance share units. No other changes to the terms of his employment will result from Mr. McGourlay serving in the interim Chief Executive Officer role for OpenText.
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 | ||||||||||||||
| August 22, 2025 | By: | /s/ Michael F. Acedo | ||||||||||||
| Michael F. Acedo Executive Vice-President, Chief Legal Officer & Corporate Secretary | ||||||||||||||