6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2023

Commission File Number 1-14858

CGI Inc.

(Translation of Registrant’s Name Into English)

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(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):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Enclosure: Report on voting results at the Registrant’s annual general meeting of shareholders held on February 1, 2023.

The following is filed herewith and incorporated herein:

Exhibit Number	Description
99.1	Report on voting results at the Registrant’s annual general meeting of shareholders held on February 1, 2023.

SIGNATURE

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.

	CGI INC. (Registrant)
Date: February 1, 2023	By:	/s/ Benoit Dubé
		Name: Benoit Dubé
		Title: Executive Vice-President, Legal and Economic Affairs, and Corporate Secretary

EX-99.1

Exhibit 99.1

CGI INC.

REPORT ON VOTING RESULTS

ANNUAL GENERAL MEETING OF SHAREHOLDERS

FEBRUARY 1, 2023

The Annual General Meeting of Shareholders of CGI Inc. (“CGI”) was held on Wednesday, February 1, 2023 at 11:00 a.m. via live webcast. 1,823 shareholders holding 157,428,834 Class A subordinate voting shares and 26,445,706 Class B shares (multiple voting) were present or represented by proxy at the meeting, representing approximately 88.59% of the total votes attached to all issued and outstanding shares as of the record date on December 5, 2022.

Election of directors

All 15 directors proposed for election at the Annual General Meeting of Shareholders were elected by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the election of directors were as follows:

	Votes for					Votes withheld
	#		%			#		%
George A. Cope		416,131,541		99.10	%		3,781,829		0.90	%
Paule Doré		400,081,802		95.28	%		19,831,568		4.72	%
Julie Godin		415,566,518		98.96	%		4,346,852		1.04	%
Serge Godin		404,384,435		96.30	%		15,528,935		3.70	%
André Imbeau		416,185,687		99.11	%		3,727,683		0.89	%
Gilles Labbé		414,181,223		98.63	%		5,732,147		1.37	%
Michael B. Pedersen		413,270,799		98.42	%		6,642,571		1.58	%
Stephen S. Poloz		418,661,891		99.70	%		1,251,479		0.30	%
Mary G. Powell		416,124,918		99.10	%		3,788,452		0.90	%
Alison C. Reed		418,476,926		99.66	%		1,436,444		0.34	%
Michael E. Roach		416,706,610		99.24	%		3,206,760		0.76	%
George D. Schindler		416,889,033		99.28	%		3,024,337		0.72	%
Kathy N. Waller		418,254,079		99.60	%		1,659,291		0.40	%
Joakim Westh		412,883,512		98.33	%		7,029,858		1.67	%
Frank Witter		418,468,059		99.66	%		1,445,311		0.34	%

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 by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the appointment of the auditor were as follows:

	Votes for					Votes withheld
	#		%			#		%
Auditor		421,054,684		99.80	%		831,209		0.20	%

Shareholder proposals

Shareholder Proposal Number One was withdrawn by the shareholder who made the proposal, and no vote was held on Shareholder Proposal Number One at the Annual General Meeting of Shareholders.

Shareholder Proposal Number Two was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Two were as follows:

	Votes for					Votes against
	#		%			#		%
Shareholder Proposal Number Two		21,405,204		5.10	%		398,508,165		94.90	%

Shareholder Proposal Number Three was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Three were as follows:

	Votes for					Votes against
	#		%			#		%
Shareholder Proposal Number Three		12,798,449		3.05	%		407,114,921		96.95	%

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Shareholder Proposal Number Four was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Four were as follows:

	Votes for					Votes against
	#		%			#		%
Shareholder Proposal Number Four		66,675,461		15.88	%		353,237,909		84.12	%

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