RELATED PARTY TRANSACTIONS |
12 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Our procedure regarding the approval of any related party transaction requires that the material facts of such transaction be reviewed by the independent members of the Audit Committee and the transaction be approved by a majority of the independent members of the Audit Committee. The Audit Committee reviews all transactions in which we are, or will be, a participant and any related party has or will have a direct or indirect interest in the transaction. In determining whether to approve a related party transaction, the Audit Committee generally takes into account, among other facts it deems appropriate, whether the transaction is on terms no less favourable than terms generally available to an unaffiliated third-party under the same or similar circumstances; the extent and nature of the related person’s interest in the transaction; the benefits to the Company of the proposed transaction; if applicable, the effects on a director’s independence; and if applicable, the availability of other sources of comparable services or products. During the years ended June 30, 2026, 2025 and 2024, Mr. Stephen Sadler had direct or indirect control over a material interest in Enghouse Systems Limited (Enghouse), a publicly traded software company, and its subsidiaries. OpenText entered into product supply and license agreements to purchase certain software licenses from Enghouse and its subsidiaries, under which the company makes payments in the normal course of business. Mr. Sadler earned consulting fees from OpenText for assistance with acquisition-related business activities. The fees earned were not material. Mr. Sadler abstained from voting on all transactions from which he would potentially derive consulting fees. Mr. Sadler ceased to be a member of the Board as of December 9, 2025. During the year ended June 30, 2026, Mr. P. Thomas Jenkins took an expanded role beyond Board Chair. In August 2025, with both the CEO and CFO positions filled only on an interim basis, the Company entered into agreements with Mr. Jenkins to serve as Executive Chair and Chief Strategy Officer to provide continuity through that period. Mr. Jenkins earned approximately $3.1 million in his capacity as Chief Strategy Officer, for which payments were approved by the Audit Committee of the Board in accordance with its policies and practices. No such amounts were paid during the years ended June 30, 2025 and 2024. Once Mr. Antoun onboarded as Chief Executive Officer, Mr. Jenkins stepped back to serve solely as Board Chair. For more information, see the Director Compensation for Fiscal 2026 table within Section VI - Other Elements of Our Compensation Program and Exhibits 10.4 and 10.5 of this Annual Report on Form 10-K.
|