Form 8-K - Current report

0000895728 false 0000895728 2024-05-08 2024-05-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 8, 2024

 

 

 

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Canada		001-15254		98-0377957
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200, 425 - 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

(Address of Principal Executive Offices) (Zip Code)

1-403-231-3900

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares		ENB		New York Stock Exchange

 

 

 

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Item 5.07. Submission of Matters to a Vote of Security Holders

At the 2024 Annual Meeting of Shareholders of Enbridge Inc. (the “Corporation”), held on May 8, 2024, the holders of common shares of the Corporation voted on: (1) 12 director nominees to be elected to the Board to serve until the close of the Corporation’s next annual meeting of shareholders or until their respective successors have been appointed; (2) the appointment of PricewaterhouseCoopers LLP as auditors of the Corporation until the close of the Corporation’s next annual meeting of shareholders at such remuneration to be fixed by the Board; (3) an advisory vote on the Corporation’s approach to executive compensation (a “Say on Pay vote”); (4) a shareholder proposal requesting a report on governance systems in light of false statements and misrepresentations on climate and environmental benefits and impacts, submitted by Leanne Baer, represented by Environmental Defence Canada (“shareholder proposal #1); and (5) a shareholder proposal regarding annual disclosure of all material scope 3 emissions, submitted by DI Foundation, represented by Investors for Paris Compliance (“shareholder proposal #2”). The items of business are further described in the Corporation’s management information circular (the “Circular”) filed as Exhibit 99.1 to the Corporation’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 13, 2024.

The tables below set forth the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, for each matter voted on by the Corporation’s shareholders.

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1.	Election of Directors

Each of the 12 nominees listed below was elected as Director of the Corporation to hold office until the Corporation’s next annual meeting of shareholders or until their successor is duly appointed.

 

Name of Nominee		Votes For				Votes Against				Broker Non-Votes
		Number		Percentage		Number		Percentage		Number
Mayank M. Ashar		1,082,076,746		97.30%		30,079,487		2.70%		183,949,948
Gaurdie E. Banister		1,085,655,756		97.62%		26,502,357		2.38%		183,948,068
Pamela L. Carter		1,031,918,005		92.79%		80,240,020		7.21%		183,948,156
Susan M. Cunningham		1,078,290,433		96.95%		33,868,445		3.05%		183,947,303
Gregory L. Ebel		1,068,719,348		96.09%		43,439,694		3.91%		183,947,139
Jason B. Few		1,084,914,927		97.55%		27,244,168		2.45%		183,947,086
Theresa B.Y. Jang		1,107,225,610		99.56%		4,932,787		0.44%		183,947,784
Teresa S. Madden		1,079,696,594		97.08%		32,461,101		2.92%		183,948,486
Manjit Minhas		1,106,126,350		99.46%		6,032,741		0.54%		183,947,090
Stephen S. Poloz		1,085,448,802		97.60%		26,710,293		2.40%		183,947,086
S. Jane Rowe		1,082,012,547		97.29%		30,146,551		2.71%		183,947,083
Steven W. Williams		1,032,684,184		92.85%		79,474,411		7.15%		183,947,586

 

2.	Appoint PricewaterhouseCoopers LLP as Auditors

The shareholders approved the appointment of PricewaterhouseCoopers LLP as auditors of the Corporation until the close of the Corporation’s next annual meeting of shareholders at such remuneration to be fixed by the Board.

 

Votes For				Votes Withheld				Broker Non-Votes
Number		Percentage		Number		Percentage		Number
1,185,876,097		91.50%		110,228,875		8.50%		1,209

 

3.	Advisory Vote on the Corporation’s Approach to Executive Compensation

The shareholders accepted the Corporation’s approach to executive compensation, as disclosed in the Circular.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

Number

Percentage

Number

Percentage

Number

Percentage

Number

991,890,028

89.19%

115,831,722

10.42%

4,436,613

0.40%

183,947,818

 

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4.	Shareholder Proposal #1

Shareholders voted against shareholder proposal #1.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

Number

Percentage

Number

Percentage

Number

Percentage

Number

35,389,710

3.18%

1,063,488,612

95.62%

13,277,604

1.19%

183,950,255

 

6.	Shareholder Proposal #2

Shareholders voted against shareholder proposal #2.

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

Number

Percentage

Number

Percentage

Number

Percentage

Number

303,836,848

27.32%

797,400,110

71.70%

10,919,006

0.98%

183,950,217

Item 8.01 Other Events.

On May 8, 2024, the Corporation issued a news release announcing the election of director voting results from the Annual Meeting of Shareholders. A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description
99.1		New Release dated May 8, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 hereunto duly authorized.

 

				ENBRIDGE INC. (Registrant)
Date: May 9, 2023				By:		/s/ Karen K.L. Uehara
						Karen K.L. Uehara  Vice President, Corporate & Corporate Secretary  (Duly Authorized Officer)

Exhibit 99.1

 

Enbridge Inc. Announces Election of Directors

CALGARY, ALBERTA, May 8, 2024 – Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge or the Company) held its Annual Meeting of Shareholders today. On a vote by ballot during the regular business proceedings at the meeting, shareholders approved the election of all 12 nominated directors proposed by management as listed in the Management Information Circular dated March 5, 2024.

Enbridge is pleased to welcome Theresa B.Y. Jang to the Board. Ms. Jang has 30 years of financial leadership experience with mid- and large-cap publicly-traded companies. She is currently Executive Vice President and Chief Financial Officer for Stantec Inc., a top-tier global engineering and design firm, listed on the TSX and NYSE. Prior to joining Stantec, Ms. Jang spent over 25 years in the North American energy infrastructure sector.

“On behalf of the Board of Directors of Enbridge, we are pleased to welcome Theresa to the Enbridge Board. She has extensive financial and industry experience and will be an excellent addition to our Board. We would also like to thank Dan Tutcher for his valuable service and contributions to Enbridge over the years and we wish him well in his retirement,” stated Pamela Carter, the Chair of the Board of Directors of Enbridge.

The detailed results of the vote for the election of directors are set out below.

 

		Votes For								Votes Against
		#				%				#				%
Mayank (Mike) M. Ashar			1,082,076,746				97.30				30,079,487				2.70
Gaurdie E. Banister			1,085,655,756				97.62				26,502,357				2.38
Pamela L. Carter			1,031,918,005				92.79				80,240,020				7.21
Susan M. Cunningham			1,078,290,433				96.95				33,868,445				3.05
Gregory L. Ebel			1,068,719,348				96.09				43,439,694				3.91
Jason B. Few			1,084,914,927				97.55				27,244,168				2.45
Theresa B.Y. Jang			1,107,225,610				99.56				4,932,787				0.44
Teresa S. Madden			1,079,696,594				97.08				32,461,101				2.92
Manjit Minhas			1,106,126,350				99.46				6,032,741				0.54
Stephen S. Poloz			1,085,448,802				97.60				26,710,293				2.40
S. Jane Rowe			1,082,012,547				97.29				30,146,551				2.71
Steven W. Williams			1,032,684,184				92.85				79,474,411				7.15

About Enbridge Inc.

At Enbridge, we safely connect millions of people to the energy they rely on every day, fueling quality of life through our North American natural gas, oil and renewable power networks and our growing European offshore wind portfolio. We’re investing in modern energy delivery infrastructure to sustain access to secure, affordable energy and building on more than a century of operating conventional energy infrastructure and two decades of experience in renewable power. We’re advancing new technologies including hydrogen, renewable natural gas, carbon capture and storage and are committed to achieving net zero greenhouse gas emissions by 2050. Headquartered in Calgary, Alberta, Enbridge’s common shares trade under the symbol ENB on the Toronto (TSX) and New York (NYSE) stock exchanges. To learn more, visit us at enbridge.com.

 

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Document and Entity Information	May 08, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 08, 2024
Entity Registrant Name	ENBRIDGE INC
Entity Incorporation State Country Code	Z4
Entity File Number	001-15254
Entity Tax Identification Number	98-0377957
Entity Address Address Line 1	200, 425 - 1st Street S.W.
Entity Address City Or Town	Calgary
Entity Address State Or Province	AB
Entity Address Country	CA
Entity Address Postal Zip Code	T2P 3L8
Country Region	1
City Area Code	403
Local Phone Number	231-3900
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Shares
Trading Symbol	ENB
Security Exchange Name	NYSE
Entity Central Index Key	0000895728
Amendment Flag	false

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