Form 6-K CANADIAN NATIONAL RAILWA For: May 20

May 23, 2022 8:04 AM EDT

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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
 
Form 40-F

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
 
No

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
 
No

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
 
No

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
 
     
       
Date:  May 23, 2022
By:
/s/ Cristina Circelli
 
    Name
Cristina Circelli
 
    Title:
Vice-President Deputy Corporate Secretary and General Counsel
 
       











CANADIAN NATIONAL RAILWAY COMPANY

Table of Contents

Items
 
Description
     
1


Exhibit 1

 
 
www.cn.ca
 
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
 
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


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

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”)

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
VOTES FOR
%
VOTES WITHHELD
%
Shauneen Bruder
544,480,950
98.34%
9,173,285
1.66%
Jo-ann dePass Olsovsky
552,824,951
99.85%
829,409
0.15%
David Freeman
552,423,390
99.78%
1,230,538
0.22%
Denise Gray
543,381,273
98.14%
10,273,087
1.86%
Justin M. Howell
549,719,019
99.29%
3,935,341
0.71%
Susan C. Jones
548,081,435
98.99%
5,572,925
1.01%
Robert Knight
552,587,333
99.81%
1,066,893
0.19%
The Hon. Kevin G. Lynch
523,729,949
94.60%
29,924,411
5.40%
Margaret A. McKenzie
547,907,964
98.96%
5,746,396
1.04%
Robert L. Phillips
527,223,659
95.23%
26,430,701
4.77%
Tracy Robinson
552,839,626
99.85%
814,734
0.15%

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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