6-K 1 tm2613387d1_6k.htm FORM 6-K

 

 

 

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 2026

 

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 1, 2026 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 1, 2026

 

 

 

 

 

 

VIA SEDAR

 

May 1, 2026

 

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 1, 2026, 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   438,986,975    96.07%   17,962,676    3.93%
Jo-ann dePass Olsovsky   430,546,313    94.22%   26,403,335    5.78%
David Freeman   455,482,343    99.68%   1,467,306    0.32%
Denise Gray   439,516,285    96.18%   17,433,244    3.82%
Justin M. Howell   438,989,575    96.07%   17,959,954    3.93%
Susan C. Jones   454,848,008    99.54%   2,101,520    0.46%
Robert Knight   438,972,788    96.07%   17,976,737    3.93%
Michel Letellier   453,567,551    99.26%   3,381,977    0.74%
Al Monaco   452,819,045    99.10%   4,130,419    0.90%
Madeleine Paquin   455,415,305    99.66%   1,534,223    0.34%
Tracy Robinson   455,394,959    99.66%   1,555,622    0.34%

 

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 89.69% of the common shares represented at the Meeting, as follows:

 

Votes FOR —420,948,358 (89.69%)

 

Votes WITHHELD — 48,389,841 (10.31%)

 

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 91.67% of the common shares represented at the Meeting, as follows:

 

Votes FOR — 418,898,845 (91.67%)

 

Votes AGAINST — 38,049,816 (8.33%)

 

 

 

 

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 95.99% of the common shares represented at the Meeting, as follows:

 

Votes FOR — 438,622,776 (95.99%)

 

Votes AGAINST — 18,326,303 (4.01%)

 

Yours truly,  
   
/s/ Cristina Circelli  
Vice-President, Corporate Secretary and General Counsel