EXHIBIT 99.2
Annual and Special Meeting of Shareholders of
TC Energy Corporation (“TC Energy”)
June 4, 2024
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 13 nominees were appointed as Directors of TC Energy to hold office until the next annual meeting of shareholders of TC Energy, or until their successors are earlier elected or appointed. The results of the ballot were as follows:
Nominee | # Votes For | % Votes For | # Votes Against | # Votes Against | ||||||||||
Cheryl F. Campbell | 658,934,044 | 99.08 | 6,091,745 | 0.92 | ||||||||||
Michael R. Culbert | 659,109,877 | 99.11 | 5,915,912 | 0.89 | ||||||||||
William D. Johnson | 647,343,103 | 97.34 | 17,682,684 | 2.66 | ||||||||||
Susan C. Jones | 659,081,705 | 99.11 | 5,944,056 | 0.89 | ||||||||||
John E. Lowe | 657,370,876 | 98.85 | 7,654,409 | 1.15 | ||||||||||
David MacNaughton | 657,348,037 | 98.85 | 7,676,854 | 1.15 | ||||||||||
François L. Poirier | 659,677,771 | 99.20 | 5,347,675 | 0.80 | ||||||||||
Una Power | 655,905,364 | 98.63 | 9,120,083 | 1.37 | ||||||||||
Mary Pat Salomone | 652,193,177 | 98.07 | 12,832,269 | 1.93 | ||||||||||
Indira Samarasekera | 656,142,517 | 98.66 | 8,882,928 | 1.34 | ||||||||||
Siim A. Vanaselja | 655,011,540 | 98.49 | 10,013,404 | 1.51 | ||||||||||
Thierry Vandal | 656,168,396 | 98.67 | 8,857,229 | 1.33 | ||||||||||
Dheeraj “D” Verma | 657,340,753 | 98.84 | 7,684,873 | 1.16 |
2.Appointment of Auditor
By a resolution passed via ballot, KPMG LLP, Chartered Professional Accountants, were appointed as auditor of TC Energy until the close of the next annual meeting of shareholders of TC Energy, and the directors were authorized to fix their remuneration. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Withheld | % Votes Withheld | ||||||||
640,326,854 | 93.24 | 46,460,250 | 6.76 |
3.The Arrangement Resolution
A special resolution, the full text of which is set forth in Schedule A of the Management Information Circular of TC Energy dated April 10, 2024 (the “Circular”), to approve a plan of arrangement under section 192 of the Canada Business Corporations Act, pursuant to which, among other things, TC Energy shareholders will receive one newly issued common share of TC Energy and 0.2 of a common share in a new public company called “South Bow Corporation” in exchange for each common share of TC Energy held.
The special resolution, passed via ballot, was approved. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Against | % Votes Against | ||||||||
644,053,784 | 96.85 | 20,972,667 | 3.15 |
4.The South Bow Shareholder Rights Plan Resolution
By resolution passed via ballot, the shareholder rights plan for South Bow Corporation, as set forth in Schedule B of the Circular was approved. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Against | % Votes Against | ||||||||
628,188,470 | 94.46 | 36,837,579 | 5.54 |
5.Advisory Vote on Executive Compensation
By resolution passed via ballot, on an advisory basis, TC Energy’s approach to Executive Compensation was approved. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Against | % Votes Against | ||||||||
640,895,659 | 96.37 | 24,130,789 | 3.63 |
6.Shareholder Proposal
By resolution passed via ballot, the shareholder proposal submitted by the Salal Foundation requesting TC Energy commission an independent assessment on its practices relating to obtaining Free, Prior and Informed Consent on its projects, as set forth in Schedule M of the Circular, was not approved. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Against | % Votes Against | ||||||||
59,783,497 | 8.99 | 605,240,838 | 91.01 |