EX-99.1 2 ex991.htm APRIL 18, 2024 - ANNUAL AND SPECIAL MEETING OF COMMON SHAREHOLDERS - VOTING RESULTS

EXHIBIT 99.1

 

 

 

ANNUAL AND SPECIAL MEETING OF COMMON SHAREHOLDERS
OF THE TORONTO-DOMINION BANK
THURSDAY, APRIL 18, 2024 - 9:30 A.M. (Eastern)
TORONTO, ONTARIO

 

VOTING RESULTS:
This report on the voting results of the 168th annual and special meeting of common shareholders of The Toronto-Dominion Bank is made in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations. Full details of the matters for shareholder action can be viewed by accessing the Management Proxy Circular for the meeting at: https://www.td.com/content/dam/tdcom/canada/about-td/pdf/td-investor-2024-proxy-en.pdf

 

The Directors of the Bank recommended that Shareholders vote FOR matters 1, 2, 3, 4 and 5 below:

 

1 . Election of Directors

 

Each of the fifteen (15) nominees listed in the Management Proxy Circular were elected as directors of The Toronto- Dominion Bank.

 

Nominee Votes For % Votes Votes Witheld % Votes
For Withheld
Ayman Antoun 844,356,320 99.5 3,865,792 0.5
Cherie L. Brant 843,728,161 99.5 4,493,951 0.5
Amy W. Brinkley 816,181,922 96.2 32,040,190 3.8
Brian C. Ferguson 842,623,402 99.3 5,598,711 0.7
Colleen A. Goggins 843,105,339 99.4 5,116,774 0.6
Alan N. MacGibbon 824,168,138 97.2 24,053,964 2.8
John B. MacIntyre 844,561,588 99.6 3,660,524 0.4
Karen E. Maidment 828,611,333 97.7 19,610,780 2.3
Keith G. Martell 844,659,456 99.6 3,562,657 0.4
Bharat B. Masrani 839,248,088 98.9 8,969,348 1.1
Claude Mongeau 843,838,738 99.5 4,383,374 0.5
S. Jane Rowe 842,951,734 99.4 5,270,379 0.6
Nancy G. Tower 842,528,503 99.3 5,693,610 0.7
Ajay K. Virmani 841,996,300 99.3 6,225,813 0.7
Mary A. Winston 839,217,384 98.9 9,004,729 1.1

 

2 . Appointment of Auditor

 

The auditor listed in the Management Proxy Circular was appointed as auditor of The Toronto-Dominion Bank.

 

Votes For % Votes For Votes Withheld % Votes Withheld
847,615,886 97.2 24,789,765 2.8

 

3 . Advisory vote on the approach to executive compensation

 

Votes For % Votes For Votes Against % Votes Against
764,899,458 90.2 83,321,595 9.8

 

  - 1 - 

 

  

 

 

4 .

Amendments to By-law No. 1 relating to (a) the aggregate remuneration of directors and (b) the minimum number of directors

 

Votes For % Votes For Votes Against % Votes Against
817,440,192 96.4 30,781,021 3.6

 

5 . Other admendments to By-law No. 1

 

Votes For % Votes For Votes Against % Votes Against
840,942,599 99.1 7,278,942 0.9

 

The Directors of the Bank recommended that Shareholders vote AGAINST matters 6 to 14 below:

 

6 . Shareholder Proposal 1 - CEO to Median Employee Pay Ratio

 

Votes For % Votes For Votes Against % Votes Against
106,566,286 12.6 699,863,294 82.5

 

  Votes Abstained % Votes Abstained  
  41,785,116 4.9  

 

7 . Shareholder Proposal 2 - Disclose Transition Activities

 

Votes For % Votes For Votes Against % Votes Against
242,558,567 28.6 600,032,070 70.7

 

  Votes Abstained % Votes Abstained  
  5,625,992 0.7  

 

 

8 . Shareholder Proposal 3 - Incentive Compensation for All Employees against ESG Objectives

 

Votes For % Votes For Votes Against % Votes Against
16,826,025 2.0 821,086,578 96.8

 

  Votes Abstained % Votes Abstained  
  10,305,526 1.2  

 

 

9 .

Shareholder Proposal 4 - Public Disclosure of Non-Confidential Information, Country-by-Country Reporting, Compensation Ratios and Tax Havens

 

Votes For % Votes For Votes Against % Votes Against
97,869,718 11.5 707,473,138 83.4

 

  Votes Abstained % Votes Abstained  
  42,878,347 5.1  

 

  - 2 - 

 

 

 

10 . Shareholder Proposal 5 - Advisory Vote on Environmental Policies

 

Votes For % Votes For Votes Against % Votes Against
151,497,908 17.9 642,490,876 75.7

 

  Votes Abstained % Votes Abstained  
  54,206,108 6.4  

 

11 . Shareholder Proposal 6 - Report on Impact of Oil and Gas Divestment

 

Votes For % Votes For Votes Against % Votes Against
10,184,551 1.2 831,765,430 98.1

 

  Votes Abstained % Votes Abstained  
  6,236,207 0.7  

 

12 . Shareholder Proposal 7 - Annex to Annual Report on All Out-of-court Settlements

 

Votes For % Votes For Votes Against % Votes Against
6,432,184 0.8 831,782,139 98.1

 

  Votes Abstained % Votes Abstained  
  9,973,516 1.2  

 

13 . Shareholder Proposal 8 - Committee of 5 Persons to Consider All Out-of-court Settlements

 

Votes For % Votes For Votes Against % Votes Against
4,506,600 0.5 840,324,980 99.1

 

  Votes Abstained % Votes Abstained  
  3,357,676 0.4  

 

14 . Shareholder Proposal 9 - Providing All Employees with the Same Amount of Social Benefits

 

Votes For % Votes For Votes Against % Votes Against
6,378,963 0.8 832,539,986 98.2

 

  Votes Abstained % Votes Abstained  
  9,269,244 1.1  

 

 

Anyone wishing additional information on the vote results may contact TD Shareholder Relations at (416) 944-6367 or toll-free at 1-866-756-8936 or by email at tdshinfo@td.com.