Descartes Systems Group Inc shareholders approved all management proposals at its annual meeting held on June 11, 2026, including the election of nine directors and the ratification of the firm's auditor. The meeting, which took place in Waterloo, Ontario, saw 74,355,358 common shares represented in person or by proxy, accounting for 86.53% of the outstanding shares as of the record date of April 27, 2026.

Election of Directors

All nine director nominees proposed by management were elected by ballot. Jane Mowat received the highest level of support with 99.75% of votes cast, while Eric Demirian received the lowest at 94.62%. The detailed voting results for the board nominees are as follows:

Auditor Appointment

KPMG LLP, Chartered Professional Accountants, 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 resolution received 99.14% of votes cast.

Shareholder Rights Plan and Say-On-Pay

Shareholders approved the management proposal to amend the Corporation's Shareholder Rights Plan with 97.12% of votes in favor. Additionally, the advisory Say-On-Pay resolution was approved, receiving support from 94.73% of votes cast.

Amendment of Shareholder Rights Plan

Say-On-Pay

New Castle Building Products has reduced its fleet mileage by approximately 25,000 miles annually by implementing Descartes' route planning and execution solution. By replacing manual planning with data-driven routing, the company has lowered fuel consumption and costs, improved route consistency and accuracy, and enhanced on-time delivery performance. This shift allows the distributor to meet rising customer expectations while operating a more efficient and scalable distribution network across the Northeastern U.S.

The company manages a large fleet with complex multi-stop routes, variable jobsite constraints, and tight delivery windows across New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, and Maryland. Prior to the implementation, route planning was manual and decentralized, making it difficult to consistently optimize deliveries across locations as demand increased. The new system enables centralized dispatch operations and dynamically optimizes routes based on real-world constraints such as delivery windows, vehicle capacity, and traffic.

Operational Benefits

The adoption of the Descartes platform has yielded specific operational improvements for New Castle Building Products:

• Reduced Mileage: Approximately 25,000 miles removed from routes annually.
• Lower Costs: Decreased fuel consumption and operational expenses.
• Enhanced Reliability: Improved delivery reliability and on-time performance.
• Increased Density: Maximized route density and vehicle capacity use without increasing fleet size.

Strategic Impact

The solution provides end-to-end visibility to drive continuous fleet performance improvement and higher productivity. By centralizing dispatch operations, New Castle can better control costs without compromising service standards. The system also helps ensure efficient delivery execution, keeping contractor jobs on schedule while reducing emissions.

"With more intelligent routing and better visibility into daily operations, companies can reduce unnecessary miles and fuel consumption, centralize dispatch operations across locations, and improve overall fleet performance," said James Wee, General Manager, Fleet Management at Descartes.