6-K 1 tm2114476d2_6k.htm FORM 6-K






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 April 2021


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









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: April 28, 2021 By: /s/ Cristina Circelli
      Name: Cristina Circelli
      Title: Vice-President Deputy Corporate Secretary and General Counsel







Table of Contents


Items   Description
1   Election of Directors News Release April 28, 2021








North America’s Railroad




CN Announces Election of Directors


MONTREAL, April 28, 2021CN (TSX: CNR) (NYSE: CNI) announced that the director nominees listed in the management information circular dated March 9, 2021, were elected as directors of CN. The detailed results of the vote for the election of directors held at CN’s Annual Meeting of Shareholders (“Meeting”) on April 27, 2021 via online webcast are set out below.


Election of Directors


On a vote by ballot, each of the following 11 nominees proposed by management was elected as a director of CN:


Nominee  Votes For   % For   Votes
   % Withheld 
Shauneen Bruder   532,655,670    98.35%   8,918,185    1.65%
Julie Godin   539,307,606    99.58%   2,266,347    0.42%
Denise Gray   540,764,713    99.85%   809,240    0.15%
Justin M. Howell   540,769,677    99.85%   804,276    0.15%
The Hon. Kevin G. Lynch   531,341,988    98.11%   10,231,965    1.89%
Margaret A. McKenzie   538,825,272    99.49%   2,748,681    0.51%
James E. O’Connor   539,210,740    99.56%   2,363,213    0.44%
Robert Pace   527,524,511    97.41%   14,049,442    2.59%
Robert L. Phillips   514,952,026    95.08%   26,621,543    4.92%
Jean-Jacques Ruest   540,175,434    99.74%   1,398,519    0.26%
Laura Stein   540,518,832    99.81%   1,055,121    0.19%


Robert Pace was unanimously re-elected by the board of directors as board chair. Mr. Pace is president and chief executive officer of The Pace Group Ltd., based in Halifax, N.S., which is engaged in radio broadcasting, real estate and environmental services.





“On behalf of the CN Board of Directors, I would like to extend a very warm welcome to Ms. Denise Gray and Mr. Justin Howell.  They are joining the Board of this iconic North American company at a very dynamic and exciting time in our corporate journey and we are all looking forward to the many contributions and insights they will bring to CN. In keeping with CN’s ongoing commitment to ESG leadership, they will contribute valuable perspectives that will enhance CN’s positioning for continued long-term success with a greater focus on diversity and inclusion, and sustainability. “


- Robert Pace, Chair of the Board of CN.


Biographical information on all directors is available at http://www.cn.ca/en/investors/regulatory-filings


Final voting results on all matters voted on at the Annual Meeting of Shareholders held on April 27, 2021 will be filed with the Canadian and U.S. securities regulators.


Meeting Questions


Any questions related to the Meeting that were not answered during the Meeting due to time constraints will be posted online and answered at www.cn.ca/en/investors. The questions and answers will remain available until one week after the Meeting.


About CN


CN is a world-class transportation leader and trade-enabler. Essential to the economy, to the customers, and to the communities it serves, CN safely transports more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year. As the only railroad connecting Canada’s Eastern and Western coasts with the U.S. South through a 19,500-mile rail network, CN and its affiliates have been contributing to community prosperity and sustainable trade since 1919. CN is committed to programs supporting social responsibility and environmental stewardship.


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Mathieu Gaudreault Paul Butcher
Senior Advisor Vice-President
Media Relations Investor Relations



(514) 399-0052