Exhibit 1
www.cn.ca | Corporate Services Sean Finn Executive Vice-President Corporate Services and Chief Legal Officer 935 de La Gauchetière Street West Montreal, Quebec H3B 2M9 Canada Telephone: (514) 399-7091 Facsimile: (514) 399-4854 | Services corporatifs Vice-président exécutif Services corporatifs et chef de la direction des Affaires juridiques 935, rue de La Gauchetière Ouest Montréal (Québec) H3B 2M9 Canada Téléphone : 514-399-7091 Télécopieur : 514-399-4854 |
VIA SEDAR
May 20, 2022
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 Friday, May 20, 2022, 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:
May 20, 2022
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NAME OF NOMINEE | VOTES FOR | % | VOTES WITHHELD | % |
Shauneen Bruder | 544,480,950 | 98.34% | 9,173,285 | 1.66% |
Jo-ann dePass Olsovsky | 552,824,951 | 99.85% | 829,409 | 0.15% |
David Freeman | 552,423,390 | 99.78% | 1,230,538 | 0.22% |
Denise Gray | 543,381,273 | 98.14% | 10,273,087 | 1.86% |
Justin M. Howell | 549,719,019 | 99.29% | 3,935,341 | 0.71% |
Susan C. Jones | 548,081,435 | 98.99% | 5,572,925 | 1.01% |
Robert Knight | 552,587,333 | 99.81% | 1,066,893 | 0.19% |
The Hon. Kevin G. Lynch | 523,729,949 | 94.60% | 29,924,411 | 5.40% |
Margaret A. McKenzie | 547,907,964 | 98.96% | 5,746,396 | 1.04% |
Robert L. Phillips | 527,223,659 | 95.23% | 26,430,701 | 4.77% |
Tracy Robinson | 552,839,626 | 99.85% | 814,734 | 0.15% |
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 90.42% of the common shares represented as follows:
Votes For — 510,791,281 (90.42 %)
Votes Withheld — 54,113,152 (9.58%)
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 96.75% of the common shares represented at the Meeting as follows:
Votes For — 535,664,752 (96.75%)
Votes Against — 17,989,608 (3.25%)
May 20, 2022
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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 98.54% of the common shares represented at the Meeting as follows:
Votes For — 545,582,031 (98.54%)
Votes Against — 8,072,329 (1.46%)
Yours truly,
/s/ Sean Finn
Executive Vice-President
Corporate Services and Chief Legal Officer