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

 

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

 

For the month of:  May, 2024

Commission File Number:  1-12384

 

SUNCOR ENERGY INC.

(Name of registrant)

 

150 – 6th Avenue S.W.

P.O. Box 2844

Calgary, Alberta

Canada, T2P 3E3

 

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): ¨

 

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): ¨

 

 

 

 

 

 

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.

 

		SUNCOR ENERGY INC.
Date:		By:
May 8, 2024		“Shawn Poirier”
		Shawn Poirier Assistant Corporate Secretary

 

 

 

 

EXHIBIT INDEX

 

Exhibit		Description of Exhibit
99.1		News Release dated May 7, 2024, Suncor Energy reports voting results from Annual General Meeting
99.2		Report of Voting Results

 

 

 

 

Exhibit 99.1 

 

News Release

 

 

FOR IMMEDIATE RELEASE

 

Suncor Energy reports voting results from Annual General Meeting

 

Calgary, Alberta (May 7, 2024) – Suncor (TSX: SU) (NYSE: SU) held its Annual General Meeting in Calgary today. A total of 877,654,867 shares (approximately 68.19% of outstanding common shares) were represented in person or by proxy.

 

Shareholders voted as follows on the matters before the meeting:

 

1.

Shareholders elected the following eleven board members (ten of whom are independent), with shares represented at the meeting voting in favour of individual directors as follows:

 

Ian R. Ashby			99.88	%
Patricia M. Bedient			99.03	%
Russell K. Girling			97.40	%
Jean Paul Gladu			97.67	%
Richard M. Kruger			99.91	%
Brian P. MacDonald			99.01	%
Lorraine Mitchelmore			95.97	%
Jane L. Peverett			98.86	%
Daniel Romasko			99.87	%
Christopher R. Seasons			99.23	%
M. Jacqueline Sheppard			98.87	%

 

2.

Shareholders appointed KPMG LLP as Suncor’s auditors.

 

3.

Management’s approach to executive compensation (say on pay) disclosed in Suncor’s management proxy circular dated February 21, 2024 was approved with 87.18% of shares represented at the meeting voting in favour.

 

4.

The resolution requesting Suncor end its pledge to be Net Zero by 2050 was denied with 98.92% of shares represented at the meeting voting against the proposal, in line with management’s recommendation.

 

5.

The resolution requesting Suncor disclose audited results assessing a range of climate transition scenarios was denied with 88.45% of shares represented at the meeting voting against the proposal, in line with management’s recommendation.

 

Note: the biographies of Board members and further details about Suncor’s corporate governance practices are available at suncor.com.

 

An archive of the webcast of the meeting will be available for the next 90 days at suncor.com/webcasts.

 

Suncor Energy is Canada's leading integrated energy company. Suncor's operations include oil sands development, production and upgrading; offshore oil production; petroleum refining in Canada and the U.S.; and the company’s Petro-Canada^TM retail and wholesale distribution networks (including Canada’s Electric Highway^TM, a coast-to-coast network of fast-charging EV stations). Suncor is developing petroleum resources while advancing the transition to a low-emissions future through investments in power and renewable fuels. Suncor also conducts energy trading activities focused primarily on the marketing and trading of crude oil, natural gas, byproducts, refined products and power. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.

 

For more information about Suncor, visit our web site at suncor.com

 

Media inquiries:

1-833-296-4570

[e-mail]

 

Investor inquiries:

[e-mail]

 

Suncor Energy 150 6 Avenue S.W. Calgary, Alberta T2P 3E3 suncor.com

 

 

 

 

Exhibit 99.2 

 

Annual Meeting of Shareholders of

 

SUNCOR ENERGY INC.

(“Suncor”)

 

May 7, 2024

 

REPORT OF VOTING RESULTS

 

National Instrument 51-102 – Continuous Disclosure Obligations

Section 11.3

 

Matters Voted Upon

 

1.

By resolution passed by vote conducted by ballot, the following directors were elected to hold office until the next annual meeting of shareholders:

 

Name		Votes For				%				Votes Against				%
Ian R. Ashby			846,672,964				99.88				1,030,886				0.12
Patricia M. Bedient			839,465,201				99.03				8,238,649				0.97
Russell K. Girling			825,677,835				97.40				22,026,016				2.60
Jean Paul Gladu			827,926,101				97.67				19,777,753				2.33
Richard M. Kruger			846,914,266				99.91				789,585				0.09
Brian P. MacDonald			839,343,813				99.01				8,360,038				0.99
Lorraine Mitchelmore			813,546,813				95.97				34,157,037				4.03
Jane L. Peverett			838,058,492				98.86				9,645,360				1.14
Daniel Romasko			846,569,212				99.87				1,134,641				0.13
Christopher R. Seasons			841,142,272				99.23				6,557,579				0.77
M. Jacqueline Sheppard			838,088,981				98.87				9,614,868				1.13

 

2.

KPMG LLP, Chartered Professional Accountants, was appointed to serve as Suncor’s independent auditors until the next annual meeting of shareholders, approved by a vote, conducted by ballot, of 875,854,880 (99.80%) for and 1,794,471 (0.20%) withheld.

 

3.

Management’s approach to executive compensation (say on pay) disclosed in Suncor’s management proxy circular dated February 21, 2024 was approved by a vote, conducted by ballot, of 739,007,120 (87.18%) for and 108,672,491 (12.82%) against.

 

4.

Shareholder Proposal No. 1, set forth on page A-1 of Schedule A of the management proxy circular dated February 21, 2024, for Suncor to end its pledge to be Net Zero by 2050, was not approved by a vote, conducted by ballot, of 9,144,634 (1.08%) for and 838,554,384 (98.92%) against.

 

5.

Shareholder Proposal No. 2, set forth on page A-3 of Schedule A of the management proxy circular dated February 21, 2024, for Suncor to disclose audited results assessing a range of climate transition scenarios, was not approved by a vote, conducted by ballot, of 97,887,309 (11.55%) for and 749,816,511 (88.45%) against.

 

 

 

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