FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
For the month of April, 2011
Commission File Number: 001-02413
Canadian National Railway Company
(Translation of registrant’s name into English)
(Translation of registrant’s name into English)
935 de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(Address of principal executive offices)
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 |
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 X |
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 X |
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 X |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Canadian National Railway Company
Table of Contents
Table of Contents
Item
| 1. |
Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")
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Item 1
 www.cn.ca
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Corporate Services
Sean Finn
Executive Vice-President
Corporate Services
and Chief Legal Officer
935 de La Gauchetiere Street West
16th Floor
Montreal, Quebec H3B 2M9
Canada
T 514-399-7091
F 514-399-4854
|
Services corporatifs
Sean Finn
Vice-président exécutif
Services corporatifs et chef de la
direction des Affaires juridiques
935, rue de La Gauchetière Ouest
16e étage
Montréal (Québec) H3B 2M9
Canada
T 514-399-7091
Tc 514-399-4854
|
April 29, 2011
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To:
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Autorité des marchés financiers
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Alberta Securities Commission
British Columbia Securities Commission
Manitoba Securities Commission
Securities Commission, New Brunswick
Securities Commission of Newfoundland & Labrador
Department of Justice, Northwest Territories
Nova Scotia Securities Commission
Ontario Securities Commission
Registrar of Securities, Prince Edward Island
Saskatchewan Financial Services Commission
Registrar of Securities, Yukon
Department of Justice, Nunavut
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RE:
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Canadian National Railway Company
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Report of Voting Results pursuant to section 11.3 of National Instrument
51-102 - Continuous Disclosure Obligations ("NI 51-102")
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Following the Annual Meeting of Shareholders of Canadian National Railway Company (the “Company”) held on Wednesday, April 27, 2011, at 10:00 a.m., (Eastern Daylight Time) in the Imperial Room of The Fairmont Royal York, 100 Front Street West, Toronto, Canada (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 13 nominees proposed by management were elected as directors. According to proxies received and ballots cast, each of the following 13 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:
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NAME OF NOMINEE
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VOTES FOR
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%
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VOTES WITHHELD
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%
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Michael R. Armellino
A. Charles Baillie
Hugh J. Bolton
Donald J. Carty
Amb. Gordon D. Giffin
Edith E. Holiday
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322,649,641
314,731,867
312,631,319
321,570,852
312,531,363
311,219,320
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99.52
97.08
96.43
99.19
96.40
96.00
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1,540,777
9,458,551
11,559,010
2,619,714
11,659,204
12,971,247
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0.48
2.92
3.57
0.81
3.60
4.00
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Page 2
April 29, 2011
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V. Maureen Kempston Darkes
The Hon. Denis Losier
The Hon. Edward C. Lumley
David G.A. McLean
Claude Mongeau
James E. O’Connor
Robert Pace
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322,219,292
322,497,105
314,136,376
314,129,772
322,528,709
323,330,555
313,888,391
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99.39
99.48
96.90
96.90
99.49
99.73
96.82
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1,971,274
1,669,889
10,054,190
10,060,794
1,661,778
860,010
10,302,175
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0.61
0.52
3.10
3.10
0.51
0.27
3.18
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2. Appointment of Auditors
KPMG LLP were appointed as the Company’s auditors until the next annual meeting of shareholders, by a majority of the shareholders on a show of hands. The percentage of common shares with proxies received “FOR” the appointment of the auditors was 99.56% of the common shares represented as follows:
Votes For — 337,170,126 (99.56%)
Votes Withheld — 1,495,404 (0,44%)
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 95.55% of the common shares represented at the Meeting as follows:
Votes For — 309,765,562 (95.55%)
Votes Against — 14,410,824 (4.45%)
/s/ Sean Finn
Executive Vice-President
Corporate Services and Chief Legal Officer
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, 2011 | By: | /s/ Cristina Circelli | |||
| Name: |
Cristina Circelli
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| Title: |
Deputy Corporate Secretary and
General Counsel
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