Exhibit 99.2
April 25, 2024
| |
TO: | Autorité des marchés financiers |
| Alberta Securities Commission |
| Saskatchewan Financial Services Commission, Securities Division |
| Manitoba Securities Commission |
| Ontario Securities Commission |
| Office of the Administrator of Securities, New Brunswick |
| Nova Scotia Securities Commission |
| Registrar of Securities, Prince Edward Island |
| Securities Commission of Newfoundland and Labrador |
| |
RE: | Report of Voting Results pursuant to section 11.3 of National Instrument 51‑102 – |
| Continuous Disclosure Obligations (“NI 51‑102”) |
Dear Sirs:
Following the annual meeting of shareholders of TFI International Inc. (the “Corporation”) held on April 25, 2024 (the “Meeting”), and in accordance with section 11.3 of NI 51‑102, we hereby advise you of the following voting results obtained at the Meeting:
1.Election of Directors of the Corporation
A ballot was conducted with respect to the election of directors. The eleven individuals named below were elected as directors of the Corporation until the next annual meeting of shareholders, with the following results:
| | | | |
NAME | FOR | AGAINST |
| Number | % | Number | % |
Leslie Abi-Karam | 65,868,915 | 97.58 | 1,633,252 | 2.42 |
Alain Bédard | 64,468,431 | 95.51 | 3,033,736 | 4.49 |
André Bérard | 61,600,116 | 91.26 | 5,902,050 | 8.74 |
William T. England | 66,234,796 | 98.12 | 1,267,371 | 1.88 |
Diane Giard | 67,282,341 | 99.67 | 219,827 | 0.33 |
Debra Kelly-Ennis | 67,276,243 | 99.67 | 225,925 | 0.33 |
Neil D. Manning | 62,670,196 | 92.84 | 4,831,970 | 7.16 |
Sébastien Martel | 67,339,865 | 99.76 | 162,302 | 0.24 |
John M. Pratt | 67,334,374 | 99.75 | 167,793 | 0.25 |
Joey Saputo | 63,036,934 | 93.39 | 4,465,233 | 6.61 |
Rosemary Turner | 66,957,915 | 99.19 | 544,253 | 0.81 |
2.Appointment of Auditors
KPMG LLP were appointed as auditors of the Corporation by voice vote.
Proxies received by the Corporation prior to the Meeting with respect to the appointment were as follows:
| | | |
Votes For | Votes Withheld |
Number | % | Number | % |
66,235,336 | 97.18 | 1,918,556 | 2.82 |
3.Advisory Vote on Executive Compensation (“Say on Pay”)
A resolution set out in the management proxy circular of the Corporation dated March 13, 2024 (the “Circular”) approving, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, the compensation of the Corporation’s Named Executive Officers as disclosed in the Circular, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure, was adopted on a voice vote.
Proxies received by the Corporation prior to the Meeting with respect to the resolution were as follows:
| | | |
For | Against |
Number | % | Number | % |
62,149,267 | 92.07 | 5,352,901 | 7.93 |
TFI INTERNATIONAL INC.
per:(signed) Josiane M. Langlois
Josiane M. Langlois, Secretary
