UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of May 2025
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 |
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: | May 2, 2025 | By: | /s/ Cristina Circelli | |
| Name: | Cristina Circelli | |||
| Title: | Vice-President, Corporate Secretary and General Counsel | |||
CANADIAN NATIONAL RAILWAY COMPANY
Table of Content
| Items | Description |
| 1 | Report of Voting Results May 2, 2025 |
VIA SEDAR
May 2, 2025
| To: | Autorité des marchés financiers |
Alberta Securities Commission
British Columbia Securities Commission
Manitoba Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Office of the Superintendent of Securities Service Newfoundland and Labrador
Office of the Superintendent of Securities (Northwest Territories)
Nova Scotia Securities Commission
Ontario Securities Commission
Financial and Consumer Services Division (Prince Edward Island)
Financial and Consumer Affairs Authority of Saskatchewan
Office of the Yukon Superintendent of Securities
Office of the Superintendent of Securities 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 2, 2025, at 10:00 a.m. (Eastern Daylight Time) via live webcast (the “Meeting”), and in accordance with section 11.3 of NI 51-102, 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 | 467,031,198 | 99.01 | % | 4,673,975 | 0.99 | % | ||||||||||
| Jo-ann dePass Olsovsky | 465,145,961 | 98.61 | % | 6,559,711 | 1.39 | % | ||||||||||
| David Freeman | 469,972,193 | 99.63 | % | 1,733,487 | 0.37 | % | ||||||||||
| Denise Gray | 468,307,761 | 99.28 | % | 3,397,913 | 0.72 | % | ||||||||||
| Justin M. Howell | 467,731,599 | 99.16 | % | 3,974,077 | 0.84 | % | ||||||||||
| Susan C. Jones | 470,733,139 | 99.79 | % | 972,034 | 0.21 | % | ||||||||||
| Robert Knight | 469,832,913 | 99.60 | % | 1,872,766 | 0.40 | % | ||||||||||
| Michel Letellier | 467,737,469 | 99.16 | % | 3,968,206 | 0.84 | % | ||||||||||
| Margaret A. McKenzie | 465,368,010 | 98.66 | % | 6,337,661 | 1.34 | % | ||||||||||
| Al Monaco | 469,900,500 | 99.62 | % | 1,805,177 | 0.38 | % | ||||||||||
| Tracy Robinson | 470,824,140 | 99.81 | % | 881,535 | 0.19 | % | ||||||||||
| 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 voted “FOR” the appointment of the auditors was 92.29% of the common shares represented at the Meeting, as follows:
Votes FOR —447,474,301 (92.29%)
Votes WITHHELD —37,360,476 (7.71%)
| 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” the Company’s approach to executive compensation was 92.89% of the common shares represented at the Meeting, as follows:
Votes FOR —438,168,657 (92.89%)
Votes AGAINST —33,537,015 (7.11%)
| 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” the Company’s Climate Action Plan was 95.23% of the common shares represented at the Meeting, as follows:
Votes FOR —449,205,195 (95.23%)
Votes AGAINST —22,499,479 (4.77%)
Yours truly,
| /s/ Cristina Circelli |
Vice-President, Corporate Secretary and General Counsel