Form 6-K CANADIAN NATIONAL RAILWA For: May 20
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2022
Commission File Number: 001-02413
Canadian National Railway Company
(Translation of registrant’s name into English)
935 de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(Address of principal executive offices)
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
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☐
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Form 40-F
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☒
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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):
Yes
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☐
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No
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☒
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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):
Yes
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☐
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No
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☒
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Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange
Act of 1934:
Yes
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☐
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No
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☒
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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
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.
Canadian National Railway Company
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Date: May 23, 2022
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By:
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/s/ Cristina Circelli
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Name |
Cristina Circelli
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Title: |
Vice-President Deputy Corporate Secretary and General Counsel
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CANADIAN NATIONAL RAILWAY COMPANY
Table of Contents
Items
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Description
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1 |
Exhibit 1
www.cn.ca
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Corporate Services
Sean Finn
Executive Vice-President Corporate Services
and Chief Legal Officer
935 de La Gauchetière Street West
Montreal, Quebec H3B 2M9
Canada
Telephone: (514) 399-7091
Facsimile: (514) 399-4854
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Services corporatifs
Vice-président exécutif Services corporatifs
et chef de la direction des Affaires juridiques
935, rue de La Gauchetière Ouest
Montréal (Québec) H3B 2M9
Canada
Téléphone : 514-399-7091
Télécopieur : 514-399-4854
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VIA SEDAR
May 20, 2022
To: |
Autorité des marchés financiers
Alberta Securities Commission
British Columbia Securities Commission
Manitoba Securities Commission
New Brunswick Securities Commission
Superintendent of Securities Office, Newfoundland & Labrador
Department of Justice, Northwest Territories
Nova Scotia Securities Commission
Ontario Securities Commission
Superintendent of Securities Office, Prince Edward Island
Saskatchewan Financial Services Commission
Yukon Securities Office
Department of Justice, Nunavut
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RE: |
Canadian National Railway Company
Report of Voting Results pursuant to section 11.3 of National Instrument 51‑102 - Continuous Disclosure Obligations (“NI 51-102”)
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Following the Annual Meeting of Shareholders of Canadian National Railway Company (the “Company”) held on Friday, May 20, 2022, at 10:00 a.m., (Eastern Daylight
Time) via live webcast (the “Meeting”), and in accordance with section 11.3 of NI 51‑102 – Continuous Disclosure Obligations, we hereby advise you of the following voting
results obtained at the Meeting.
1. Election of Directors
A ballot was conducted with respect to the election of directors. The 11 director nominees proposed by management were elected as directors. According to proxies received and ballots cast, each of the
following 11 individuals were elected as directors of the Company until the next annual shareholder meeting or until such person’s successor is elected or appointed, with the following results:
May 20, 2022
Page 2
NAME OF NOMINEE
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VOTES FOR
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%
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VOTES WITHHELD
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%
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Shauneen Bruder
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544,480,950
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98.34%
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9,173,285
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1.66%
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Jo-ann dePass Olsovsky
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552,824,951
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99.85%
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829,409
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0.15%
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David Freeman
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552,423,390
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99.78%
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1,230,538
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0.22%
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Denise Gray
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543,381,273
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98.14%
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10,273,087
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1.86%
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Justin M. Howell
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549,719,019
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99.29%
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3,935,341
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0.71%
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Susan C. Jones
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548,081,435
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98.99%
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5,572,925
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1.01%
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Robert Knight
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552,587,333
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99.81%
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1,066,893
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0.19%
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The Hon. Kevin G. Lynch
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523,729,949
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94.60%
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29,924,411
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5.40%
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Margaret A. McKenzie
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547,907,964
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98.96%
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5,746,396
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1.04%
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Robert L. Phillips
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527,223,659
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95.23%
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26,430,701
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4.77%
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Tracy Robinson
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552,839,626
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99.85%
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814,734
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0.15%
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2. Appointment of Auditors
KPMG LLP was appointed as the Company’s auditors until the next annual meeting of shareholders, by a majority of the shareholders on vote by ballot. The percentage of common shares with proxies
received “FOR” the appointment of the auditors was 90.42% of the common shares represented as follows:
Votes For — 510,791,281 (90.42 %)
Votes Withheld — 54,113,152 (9.58%)
3. Non-Binding Advisory Resolution on Executive Compensation
A ballot was conducted with respect to the non-binding advisory vote on the Company’s approach to Executive compensation. The percentage of common shares voted “FOR” was 96.75% of the common shares
represented at the Meeting as follows:
Votes For — 535,664,752 (96.75%)
Votes Against — 17,989,608 (3.25%)
May 20, 2022
Page 3
4. Non-Binding Advisory Resolution on CN’s Climate Action Plan
A ballot was conducted with respect to the non-binding advisory vote on the Company’s Climate Action Plan. The percentage of common shares voted “FOR” was 98.54% of the common shares represented at
the Meeting as follows:
Votes For — 545,582,031 (98.54%)
Votes Against — 8,072,329 (1.46%)
Yours truly,
/s/ Sean Finn
Executive Vice-President
Corporate Services and Chief Legal Officer
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