Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2025

Commission File Number 000-29716

 

 

CGI INC.

(Translation of registrant’s name into English)

 

 

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(Address of principal executive office)

 

 

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

 

 

 

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EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Report on voting results at the Registrant’s annual general meeting of shareholders held on January 29, 2025.
99.2		Press release concerning an organizational change dated January 29, 2025.

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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.

 

		CGI INC.
		(Registrant)
Date: January 29, 2025		By:		/s/ Benoit Dubé
				Name:		Benoit Dubé
				Title:		Executive Vice-President,
						Legal and Economic Affairs, and
						Corporate Secretary

Exhibit 99.1

 

CGI INC.

REPORT ON VOTING RESULTS

ANNUAL GENERAL MEETING OF SHAREHOLDERS

JANUARY 29, 2025

The Annual General Meeting of Shareholders of CGI Inc. (“CGI”) was held on Wednesday, January 29, 2025 at 11:00 a.m. via live webcast. 1,663 shareholders holding 140,922,010 Class A subordinate voting shares and 24,119,340 Class B shares (multiple voting) were present or represented by proxy at the meeting, representing approximately 85.97% of the total votes attached to all issued and outstanding shares as of the record date on December 2, 2024.

Election of directors

All 14 directors proposed for election at the Annual General Meeting of Shareholders were elected by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the election of directors were as follows:

 

		Votes for								Votes withheld
		#				%				#				%
François Boulanger			378,082,587				99.55	%			1,727,996				0.45	%
Sophie Brochu			370,500,159				97.55	%			9,310,424				2.45	%
George A. Cope			371,809,555				97.89	%			8,001,028				2.11	%
Jacynthe Côté			373,035,907				98.22	%			6,774,676				1.78	%
Julie Godin			376,113,691				99.03	%			3,696,892				0.97	%
Serge Godin			367,548,032				96.77	%			12,262,481				3.23	%
Gilles Labbé			374,950,443				98.72	%			4,860,140				1.28	%
Michael B. Pedersen			368,326,230				96.98	%			11,484,353				3.02	%
Stephen S. Poloz			378,729,194				99.72	%			1,081,389				0.28	%
Mary G. Powell			371,742,267				97.88	%			8,068,316				2.12	%
Alison C. Reed			378,894,609				99.76	%			915,974				0.24	%
George D. Schindler			377,292,554				99.34	%			2,518,029				0.66	%
Kathy N. Waller			378,687,481				99.70	%			1,123,102				0.30	%
Frank Witter			378,684,012				99.70	%			1,126,571				0.30	%

 

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Appointment of the auditor

The resolution to appoint PricewaterhouseCoopers LLP as CGI’s auditor to hold office until the next annual meeting of shareholders or until its successor is appointed, and to authorize the Audit and Risk Management Committee to fix its remuneration, was adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the appointment of the auditor were as follows:

 

		Votes for								Votes withheld
		#				%				#				%
Auditor			381,343,902				99.80	%			771,508				0.20	%

 

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Exhibit 99.2

GLOBAL PRESS RELEASE

Stock Market Symbols

GIB (NYSE)

GIB.A (TSX)

cgi.com/newsroom

Julie Godin named Executive Chair of the CGI Board of Directors and

Founder Serge Godin becomes Co-Chair of the Board

Montréal, Québec, January 29, 2025 – In line with the comprehensive succession strategies that CGI (TSX: GIB.A) (NYSE: GIB) established several years ago, Julie Godin is appointed Executive Chair of the Board of Directors, effective following today’s Annual General Meeting of Shareholders. In conjunction with Ms. Godin’s appointment, CGI Founder Serge Godin will assume the role of Board Co-Chair and continue to focus on transformational acquisitions for CGI and on large-scale engagements with clients.

“Over the years, Julie has mastered every dimension of our business and industry as the portfolio of her responsibilities incrementally expanded across our operations, including her active engagement in the CGI Board over the last 12 years,” said Serge Godin. “The rigorous, measured approach taken for my succession has been designed jointly with the Board over the course of nearly two decades, with the aim to ensure CGI’s long-term profitable growth. On behalf of the Board and our CGI Partners worldwide, I want to congratulate Julie on her appointment to guide our company’s continued evolution and growth into the future.”

Ms. Godin currently serves as Co-Chair of the Board and Executive Vice-President, Strategic Planning and Corporate Development. Over the past 15 years, she has incrementally assumed responsibility for leading a range of enterprise functions that serve to set and drive the company’s long-term strategic direction and Build and Buy profitable growth strategy. These critical global functions span human resources including the design of CGI’s executive compensation programs; strategic planning; mergers and acquisitions; business consulting; enterprise information technology; marketing and communications; cybersecurity and global business shared services. Ms. Godin also is responsible for the ongoing evolution of the CGI Management Foundation which encompasses the key elements that define and guide the management of the company’s operations.

“Over the years, Serge and Julie have collaborated very closely with the Board to shape and implement this carefully planned leadership transition,” said George A. Cope, Lead Director of the CGI Board and Member of the Corporate Governance and Human Resources Committees. “As a disciplined organization with strong governance processes, CGI has created a robust succession plan, with a clear focus on ensuring the perenniality of the company. On behalf of CGI’s Board, I congratulate Julie on her appointment as Executive Chair of the Board.”

“I want to thank Serge and the Board for their confidence, wise counsel and collaboration over the years. CGI has truly been built to grow and last as a result of your leadership and the talent of our team around the world,” said Julie Godin. “I am honored to take on this role and to continue working with Serge, the Board, our CEO François Boulanger, our executive committee and our 91,000 CGI Partners to advance CGI’s profitable growth and global leadership position. As I look ahead, the opportunity has never been greater to help our clients harness the power of technology to build stronger companies, governments and societies. We remain committed to building a long-lasting company that creates value for our clients, our teams and our shareholders while contributing to our local communities.”

“I am not retiring. As Founder and Co-Chair of the CGI Board, I will continue to work closely with Julie and our executive team on transformational acquisitions for CGI and on large-scale engagements with our clients,” added Mr. Godin. “Many years ago, I made a commitment as the Founder to ensure that CGI will continue to thrive for the next decades. Today’s announcement represents an important milestone in CGI’s journey towards perenniality.”

 

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Highly Confidential

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About CGI

Founded in 1976, CGI is among the largest independent IT and business consulting services firms in the world. With 91,000 consultants and professionals across the globe, CGI delivers an end-to-end portfolio of capabilities, from strategic IT and business consulting to systems integration, managed IT and business process services and intellectual property solutions. CGI works with clients through a local relationship model complemented by a global delivery network that helps clients digitally transform their organizations and accelerate results. CGI Fiscal 2024 reported revenue is CA$14.68 billion and CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Learn more at cgi.com.

For more information:

Investors

Kevin Linder

Senior Vice-President, Investor Relations

[e-mail]

[phone]

Media

Catherine Thibault

Vice-President, Executive & Enterprise Communications

[e-mail]

[phone]

 

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Highly Confidential

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