Business Context and Reporting Period
This Form 6-K filing by Canadian National Railway Company reports the voting results from the Annual Meeting of Shareholders held on April 21, 2009, in Calgary, Alberta. The report was filed on April 24, 2009, pursuant to section 11.3 of National Instrument 51-102 regarding continuous disclosure obligations.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is strictly a report of corporate governance voting outcomes and contains no financial performance data.
Material Changes
No material financial changes are reported in this filing. The document details the successful election of the board of directors and the appointment of auditors.
Corporate Governance and Voting Results
Election of Directors
All 11 nominees proposed by management were elected. The voting results were as follows:
- Michael R. Armellino: 99.59% For
- A. Charles Baillie: 99.60% For
- Hugh J. Bolton: 95.43% For (4.57% Withheld)
- Amb. Gordon D. Giffin: 99.28% For
- E. Hunter Harrison: 99.59% For
- Edith E. Holiday: 99.20% For
- V. Maureen Kempston Darkes: 95.56% For (4.44% Withheld)
- Denis Losier: 99.58% For
- The Hon. Edward C. Lumley: 99.47% For
- David G.A. McLean: 99.57% For
- Robert Pace: 99.34% For
Appointment of Auditors
KPMG LLP was appointed as the Company's auditors until the next annual meeting. The appointment was approved by a show of hands with 99.40% of common shares represented voting "For" (337,648,222 votes).
Investor Verification Checklist
- Verify the total number of shares represented at the meeting to contextualize the vote counts.
- Review the specific reasons for the higher percentage of withheld votes for directors Hugh J. Bolton and V. Maureen Kempston Darkes compared to other nominees.
- Confirm the term length for the newly elected directors and the appointed auditors in the company's bylaws.