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 April 2023
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 |
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 | ¨ | 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 | ¨ | 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 | ¨ | No |
x |
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: | April 25, 2023 | By: |
/s/ Cristina Circelli | |
| Name: | Cristina Circelli | |||
| Title: | Vice-President Corporate Secretary and General Counsel | |||
CANADIAN NATIONAL RAILWAY COMPANY
Table of Contents
| Items | Description | |
| 1 | Report of Voting Results April 25, 2023 |
 |
Cristina Circelli Vice-Présidente, Secrétaire générale et Avocate générale
Canadian National 935, rue de La Gauchetière ouest 16e étage Montréal (Québec) Canada H3B 2M9 Téléphone: (514) 399-4135 Télécopieur: (514) 399-4296 |
Vice-President, Corporate Secretary and General Counsel
Canadian National 935 de La Gauchetière Street West Floor 16 Montreal, Quebec, Canada H3B 2M9 Telephone : (514) 399-4135 Facsimile : (514) 399-4296 |
VIA SEDAR
April 25, 2023
| 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 25, 2023, 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:
| NAME OF NOMINEE | VOTES FOR | % | VOTES AGAINST | % | ||||||||||||
| Shauneen Bruder | 507,003,865 | 99.15 | % | 4,332,559 | 0.85 | % | ||||||||||
| Jo-ann dePass Olsovsky | 503,153,373 | 98.40 | % | 8,183,051 | 1.60 | % | ||||||||||
| David Freeman | 510,655,708 | 99.87 | % | 680,766 | 0.13 | % | ||||||||||
| Denise Gray | 508,625,951 | 99.47 | % | 2,710,523 | 0.53 | % | ||||||||||
| Justin M. Howell | 508,424,824 | 99.43 | % | 2,911,650 | 0.57 | % | ||||||||||
| Susan C. Jones | 510,308,305 | 99.80 | % | 1,028,169 | 0.20 | % | ||||||||||
| Robert Knight | 510,158,956 | 99.77 | % | 1,177,518 | 0.23 | % | ||||||||||
| Michel Letellier | 509,646,443 | 99.67 | % | 1,690,031 | 0.33 | % | ||||||||||
| Margaret A. McKenzie | 506,091,465 | 98.97 | % | 5,244,509 | 1.03 | % | ||||||||||
| Al Monaco | 510,368,285 | 99.81 | % | 968,189 | 0.19 | % | ||||||||||
| Tracy Robinson | 510,785,729 | 99.89 | % | 550,745 | 0.11 | % | ||||||||||
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 89.44% of the common shares represented as follows:
Votes For — 468,558,170 (89.44%)
Votes Withheld — 55,345,131 (10.56%)
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 96.31% of the common shares represented at the Meeting as follows:
Votes For — 492,474,563 (96.31%)
Votes Against — 18,861,911 (3.69%)
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 96.53% of the common shares represented at the Meeting as follows:
Votes For — 493,600,863 (96.53%)
Votes Against — 17,735,611 (3.47%)
Yours truly,
| /s/ Cristina Circelli |
Vice-President, Corporate Secretary and General Counsel