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:
| Director Nominee | Number of Votes FOR | Percentage of Votes FOR | Number of Votes AGAINST | Percentage of Votes AGAINST |
| Deepak Chopra | 73,676,165 | 99.20% | 596,867 | 0.80% |
| Deborah Close | 73,226,518 | 98.59% | 1,046,514 | 1.41% |
| Eric Demirian | 71,128,917 | 95.77% | 3,144,114 | 4.23% |
| Sandra Hanington | 73,394,717 | 98.82% | 878,315 | 1.18% |
| Kelley Irwin | 73,970,478 | 99.59% | 302,553 | 0.41% |
| Dennis Maple | 73,878,334 | 99.47% | 394,698 | 0.53% |
| Chris Muntwyler | 73,393,030 | 98.82% | 880,002 | 1.18% |
| Jane O’Hagan | 72,818,746 | 98.04% | 1,454,286 | 1.96% |
| Edward Ryan | 73,683,795 | 99.21% | 589,237 | 0.79% |
| John Walker | 72,402,933 | 97.48% | 1,870,099 | 2.52% |
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.
| Number of Votes FOR | Percentage of Votes FOR | Number of Votes WITHHELD | Percentage of Votes WITHHELD |
| 74,936,601 | 99.81% | 144,458 | 0.19% |
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:
| Number of Votes FOR | Percentage of Votes FOR | Number of Votes AGAINST | Percentage of Votes AGAINST |
| 73,267,379 | 98.65% | 1,005,652 | 1.35% |
Say-On-Pay
On a vote by ballot, the “Say-On-Pay” resolution proposed by management of the Corporation was approved.
| Number of Votes FOR | Percentage of Votes FOR | Number of Votes AGAINST | Percentage of Total Votes AGAINST |
| 72,489,754 | 97.60% | 1,783,278 | 2.40% |
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.
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Descartes Investor Contact:
Laurie McCauley (519) 746-2969