Form 6-K BANK OF MONTREAL /CAN/ For: Mar 31

 

 

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of: March, 2015		Commission File Number: 001-13354

BANK OF MONTREAL

(Name of Registrant)

 

100 King Street West
1 First Canadian Place		129 rue Saint-Jacques
Toronto, Ontario		Montreal, Quebec
Canada, M5X 1A1		Canada, H2Y 1L6
(Executive Offices)		(Head Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ¨            Form 40-F  þ

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  Yes  ¨  No  þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                    .

 

 

 

 

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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, thereunto duly authorized.

 

				BANK OF MONTREAL
				By:		/s/ Thomas E. Flynn
				Name:		Thomas E. Flynn
				Title:		Chief Financial Officer
Date: March 31, 2015				By:		/s/ Barbara M. Muir
				Name:		Barbara M. Muir
				Title:		Senior Vice-President, Deputy General
						Counsel, Corporate Affairs and Corporate Secretary

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EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		Report under Canadian National Instrument 51-102 Report on Voting Results of Annual Meeting

Exhibit 99.1

REPORT UNDER

NATIONAL INSTRUMENT 51-102

REPORT OF VOTING RESULTS

To: Canadian Securities Administrators

In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted on at the Annual Meeting of Shareholders of Bank of Montreal (the “Bank”) held on March 31, 2015 and, as such votes were conducted by ballot, the number and percentage of votes cast for, against/withheld or abstentions from each vote. Each of the matters set out below is described in greater detail in the Notice of Annual Meeting of Shareholders and Management Proxy Circular which was mailed to shareholders prior to the Annual Meeting and is available at www.bmo.com/investorrelations.

The Board of Directors and management of the Bank recommended that shareholders vote FOR the election as director of each of the 13 nominees listed in the Management Proxy Circular, FOR the appointment of KPMG LLP as Auditors of the Bank, FOR the advisory resolution on the Bank’s approach to executive compensation and AGAINST Shareholder Proposals 1 through 3.

1. Election of Directors

A ballot was conducted to vote on each resolution to appoint each of the following 13 nominees as a Director of the Bank to serve until the next Annual Meeting of Shareholders of the Bank or until their resignation or their successor is elected or appointed, and the outcome was as follows:

 

Nominee		Votes For				Votes Withheld
Janice M. Babiak		252,282,606		99.50%		1,257,830		0.50%
Sophie Brochu		251,683,665		99.27%		1,857,105		0.73%
George A. Cope		251,390,840		99.15%		2,148,825		0.85%
William A. Downe		251,936,826		99.38%		1,583,945		0.62%
Christine A. Edwards		252,389,215		99.55%		1,151,310		0.45%
Martin S. Eichenbaum		252,047,829		99.42%		1,472,695		0.58%
Ronald H. Farmer		251,968,359		99.39%		1,552,364		0.61%
Eric R. La Flèche		252,060,691		99.42%		1,460,080		0.58%
Lorraine Mitchelmore		252,169,709		99.47%		1,351,062		0.53%
Philip S. Orsino		251,118,610		99.05%		2,400,764		0.95%
Martha C. Piper		251,922,530		99.37%		1,588,836		0.63%
J. Robert S. Prichard		251,303,674		99.13%		2,216,374		0.87%
Don M. Wilson III		252,194,111		99.48%		1,321,582		0.52%

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2. Appointment of Shareholders’ Auditors

A ballot was conducted to vote on the resolution to appoint the firm of KPMG LLP as the auditors of the Bank for the 2015 fiscal year and the outcome was as follows:

 

Votes For				Votes Withheld
265,278,192		97.86%		5,810,700		2.14%

3. Advisory Resolution on Executive Compensation

A ballot was conducted to vote on the advisory resolution on the Bank’s approach to executive compensation as outlined in the Management Proxy Circular and the outcome was as follows:

 

Votes For				Votes Against
234,190,985		92.37%		19,344,679		7.63%

4. Shareholder Proposal No. 1

A ballot was conducted to vote on a shareholder proposal regarding “Report on Compensation” and the outcome was as follows:

 

Votes For				Votes Against				Abstentions
7,954,892		3.17%		242,884,437		96.83%		2,687,492

5. Shareholder Proposal No. 2

A ballot was conducted to vote on a shareholder proposal regarding “Stock Options” and the outcome was as follows:

 

Votes For				Votes Against				Abstentions
13,391,981		5.34%		237,318,145		94.66%		2,820,826

6. Shareholder Proposal No. 3

A ballot was conducted to vote on a shareholder proposal regarding “Business Practices related to Credit Cards and Corporate Responsibility” and the outcome was as follows:

 

Votes For				Votes Against				Abstentions
7,807,367		3.11%		243,007,529		96.89%		2,717,849

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Dated this 31^st day of March, 2015.

 

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