Annual and Special Meeting of Shareholders of
TransCanada Corporation (“TransCanada”)
April 29, 2016
REPORT OF VOTING RESULTS
National Instrument 51-102 - Continuous Disclosure Obligations, Section 11.3
1. Election of Directors
By resolution passed via ballot, the following 12 nominees were appointed as Directors of TransCanada to serve until the next annual meeting of shareholders of TransCanada, or until their successors are elected or appointed. The results of the ballot were as follows:
Nominee | # Votes For | % Votes For | # Votes Withheld | % Votes Withheld |
Kevin E. Benson | 375,803,538 | 99.55% | 1,699,271 | 0.45% |
Derek H. Burney | 375,210,087 | 99.39% | 2,292,864 | 0.61% |
Russell K. Girling | 376,856,536 | 99.83% | 646,477 | 0.17% |
S. Barry Jackson | 368,817,294 | 97.70% | 8,685,719 | 2.30% |
John E. Lowe | 376,651,391 | 99.77% | 851,418 | 0.23% |
Paula Rosput Reynolds | 374,046,880 | 99.08% | 3,456,071 | 0.92% |
John Richels | 370,587,915 | 98.17% | 6,915,098 | 1.83% |
Mary Pat Salomone | 376,547,744 | 99.75% | 955,268 | 0.25% |
Indira V. Samarasekera | 376,140,498 | 99.64% | 1,362,311 | 0.36% |
D. Michael G. Stewart | 376,770,778 | 99.81% | 732,173 | 0.19% |
Siim A. Vanaselja | 376,082,537 | 99.62% | 1,420,476 | 0.38% |
Richard E. Waugh | 375,332,926 | 99.43% | 2,170,087 | 0.57% |
2. Appointment of Auditors
By a resolution passed via show of hands, KPMG LLP, Chartered Professional Accountants, were appointed as auditors of TransCanada to hold office until the next annual meeting of shareholders and the directors were authorized to fix their remuneration. Proxies were received on this matter as follows:
Votes For | % Votes For | Votes Withheld | % Votes Withheld |
376,777,273 | 96.36% | 14,252,229 | 3.64% |
3. Acceptance of TransCanada’s Approach to Executive Compensation
By resolution passed via ballot, on an advisory basis, the TransCanada’s approach to Executive Compensation was approved. The results of the ballot were as follows:
Votes For | % Votes For | Votes Against | % Votes Against |
367,933,994 | 97.47% | 9,568,399 | 2.53% |
4. Approval of the Amendments to TransCanada’s Stock Option Plan
By resolution passed via ballot, the amendments to TransCanada’s Stock Option Plan and to increase the number of shares reserved for issue by 10,000,000 were approved. The results of the ballot were as follows:
Votes For | % Votes For | Votes Against | % Votes Against |
334,300,367 | 88.56% | 43,201,419 | 11.44% |
5. Approval to Continue the Shareholder Rights Plan
By resolution passed via ballot, the continuation and approval of the amended and restated shareholder rights plan dated April 29, 2013 was approved. The results of the ballot were as follows:
Votes For | % Votes For | Votes Against | % Votes Against |
361,342,630 | 95.72% | 16,159,013 | 4.28% |