CNI Canadian National Railway

Filed: 28 Apr 21, 8:00pm






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, 2021By:/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


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 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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