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 2019
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 o |
Form 40-F x |
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 o |
No x |
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 o |
No x |
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 o |
No x |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Canadian National Railway Company
|
Item |
|
|
|
1. |
|
|
|
|
Corporate Services
Sean Finn Executive Vice-President Corporate Services and Chief Legal Officer |
|
Services corporatifs
Vice-président exécutif Services corporatifs et chef de la direction des Affaires juridiques |
|
|
|
|
|
|
|
www.cn.ca |
|
935 de La Gauchetiere Street West Canada Telephone: (514) 399-7091 Facsimile: (514) 399-4854 |
|
935, rue de La Gauchetière Ouest Canada Téléphone : 514-399-7091 Télécopieur : 514-399-4854 |
VIA SEDAR
May 1, 2019
|
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 Tuesday, April 30, 2019, at 10:00 a.m., (Eastern Daylight Time) in Le Windsor, Windsor Ballroom, 1170 Peel Street, Montreal, Quebec, Canada (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 13 director nominees proposed by management were elected as directors. According to proxies received and ballots cast, each of the following 13 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:
|
NAME OF NOMINEE |
|
VOTES FOR |
|
% |
|
VOTES |
|
% |
|
|
Shauneen Bruder |
|
538,199,964 |
|
99.62 |
|
2,039,165 |
|
0.38 |
|
|
Donald J. Carty |
|
535,001,908 |
|
99.03 |
|
5,237,222 |
|
0.97 |
|
|
Amb. Gordon D. Giffin |
|
518,972,536 |
|
96.06 |
|
21,266,594 |
|
3.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Julie Godin |
|
535,933,441 |
|
99.20 |
|
4,305,689 |
|
0.80 |
|
|
Edith E. Holiday |
|
476,623,780 |
|
88.22 |
|
63,615,348 |
|
11.78 |
|
|
V. Maureen Kempston Darkes |
|
514,362,445 |
|
95.21 |
|
25,876,685 |
|
4.79 |
|
|
The Hon. Denis Losier |
|
505,232,679 |
|
93.52 |
|
35,006,451 |
|
6.48 |
|
|
The Hon. Kevin G. Lynch |
|
497,418,561 |
|
92.07 |
|
42,820,569 |
|
7.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
James E. O’Connor |
|
537,800,985 |
|
99.55 |
|
2,438,145 |
|
0.45 |
|
|
Robert Pace |
|
513,902,473 |
|
95.13 |
|
26,336,656 |
|
4.87 |
|
|
Robert L. Phillips |
|
529,824,146 |
|
98.07 |
|
10,414,983 |
|
1.93 |
|
|
Jean-Jacques Ruest |
|
536,789,993 |
|
99.36 |
|
3,449,136 |
|
0.64 |
|
|
Laura Stein |
|
504,054,035 |
|
93.30 |
|
36,185,093 |
|
6.70 |
|
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 a show of hands. The percentage of common shares with proxies received “FOR” the appointment of the auditors was 96.30% of the common shares represented as follows:
Votes For — 538,687,699 (96.30%)
Votes Withheld — 20,693,894 (3.70%)
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 97.02% of the common shares represented at the Meeting as follows:
Votes For — 524,163,313 (97.02%)
Votes Against — 16,073,761 (2.98%)
|
Yours truly, |
|
|
|
|
|
|
|
|
/s/ Sean Finn |
|
|
Executive Vice-President |
|
|
Corporate Services and Chief Legal Officer |
|
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 1, 2019 |
By: |
/s/ Cristina Circelli | |
|
|
|
Name: |
Cristina Circelli |
|
|
|
Title: |
Deputy Corporate Secretary and General Counsel |