EX-99.1 2 d655762dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

CGI INC.

REPORT ON VOTING RESULTS

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

JANUARY 30, 2019

The Annual General and Special Meeting of Shareholders of CGI Inc. (“CGI”) was held in Montréal, Quebec, Canada, on Wednesday, January 30, 2019 at 11:00 a.m. in the Oval Room of the Ritz-Carlton Hotel. 4,304 shareholders holding 189,969,896 Class A subordinate voting shares and 28,945,706 Class B shares (multiple voting) were represented at the meeting in person or by proxy, representing approximately 89.18% of the total votes attached to all issued and outstanding shares as of the record date on December 10, 2018.

Election of directors

All 14 directors proposed for election at the Annual General and Special Meeting of Shareholders were elected on a vote by show of hands. All of the candidates were elected by a majority of the votes cast by the shareholders present or represented by proxy at the meeting. The proxies received by CGI for the election of directors were as follows:

 

   

Votes

for

     

Votes

withheld

    #   %       #   %

Alain Bouchard

  474,764,722   99.61%     1,859,768   0.39%

Paule Doré

  466,474,882   97.87%     10,149,608   2.13%

Richard B. Evans

  475,210,067   99.70%     1,414,423   0.30%

Julie Godin

  462,497,190   97.04%     14,127,300   2.96%

Serge Godin

  459,542,691   96.42%     17,081,799   3.58%

Timothy J. Hearn

  473,859,968   99.42%     2,764,622   0.58%

André Imbeau

  463,448,870   97.24%     13,175,720   2.76%

Gilles Labbé

  475,068,845   99.67%     1,555,745   0.33%

Michael B. Pedersen

  475,382,254   99.74%     1,242,336   0.26%

Alison Reed

  475,790,571   99.83%     834,019   0.17%

Michael E. Roach

  462,904,719   97.12%     13,719,871   2.88%

George D. Schindler

  473,147,710   99.27%     3,476,880   0.73%

Kathy N. Waller

  473,630,578   99.37%     2,994,012   0.63%

Joakim Westh

  474,711,138   99.60%     1,913,452   0.40%


Appointment of the auditor

The resolution to appoint PricewaterhouseCoopers LLP as CGI’s auditor to hold office until the next annual meeting of shareholders or until its successor is appointed, and to authorize the Audit and Risk Management Committee to fix its remuneration, was adopted on a vote by show of hands by a majority of the votes cast by the shareholders present or represented by proxy. The proxies received by CGI for the appointment of the auditor were as follows:

 

   

Votes

for

 

Votes

withheld

    #   %   #   %

Auditor

  478,982,167   99.92%   376,348   0.08%

Name change

The special resolution to amend the articles of the company to change its name from “CGI GROUP INC. – GROUPE CGI INC.” to “CGI INC.” was adopted on a vote by show of hands by more than two thirds of the votes cast by the shareholders present or represented by proxy. The proxies received by CGI for the name change were as follows:

 

   

Votes

for

 

Votes

against

    #     %   #   %

Name change

    479,210,836     99.97%   147,678   0.03%

Shareholder proposals

Proposal Number Two – Advisory Vote on the Compensation of Senior Executives – Following a vote by way of show of hands, a shareholder proposal calling on CGI to hold an advisory vote on the compensation of senior executives did not receive a majority of the votes cast by the shareholders present or represented by proxy, and was therefore not adopted. The proxies received by CGI in relation to the proposal were as follows:

 

   

Votes

for

 

Votes

against

    #   %   #   %

Proposal Number Two

  109,356,540   22.94%   367,267,617   77.06%

Proposal Number Three – Disclosure of Voting Results by Class of Shares – Following a vote by way of show of hands, a shareholder proposal calling on CGI to disclose voting results by class of shares did not receive a majority of the votes cast by the shareholders present or represented by proxy, and was therefore not adopted. The proxies received by CGI in relation to the proposal were as follows:

 

   

Votes

for

 

Votes

against

    #   %   #     %

Proposal Number Three

  104,442,229   21.91%     372,182,067     78.09%