Foreign Private Issuer compensation summary
DESCARTES SYSTEMS GROUP INC reports as a Foreign Private Issuer. Instead of a standard executive pay table, the annual report provides narrative disclosure of executive compensation. Key excerpts are summarized below.
Compensation
Fiscal year 2025
- The provided excerpt for Form 40-F (Canadian annual report) does not contain specific details regarding Item 6.B – Compensation for directors and senior management.
- Information regarding salary, bonuses, equity awards, pension, and severance is not explicitly disclosed in this section of the document.
- The document focuses on other regulatory and disclosure requirements such as certifications, auditor fees, internal controls, and exhibits.
0Board Practices
Fiscal year 2025
- The Audit Committee comprises four members: Mr. John J. Walker (Chair), Mr. Deepak Chopra, Mr. Eric Demirian, and Ms. Kelley Irwin.
- Three members of the Audit Committee (Mr. John J. Walker, Mr. Deepak Chopra, and Mr. Eric Demirian) are designated as "audit committee financial experts," and all committee members are independent as per Nasdaq standards.
- The Registrant has a Code of Business Conduct and Ethics applicable to its principal executive, financial, and accounting officers, or persons performing similar functions, with any waivers or amendments to be disclosed on its corporate website.
- An exemption from Nasdaq's 33 1/3% quorum requirement for shareholder meetings has been granted, aligning with Canadian business practices which allow the company's by-laws to set a quorum at not less than two persons representing at least 20% of issued and outstanding voting shares.
0Share Ownership
Fiscal year 2025
- As of January 31, 2025, there were 85,183,455 common shares outstanding.
- The document does not provide specific details regarding beneficial ownership of directors and officers, outstanding share-based awards, or ownership requirements.
0Clawback Provisions
Fiscal year 2025
- The section on "Recovery of Erroneously Awarded Compensation" states that it is "Not applicable."
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