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 5, 2020
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)
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 |
| 6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078 | | ENBA | | New York Stock Exchange |
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. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Shareholder Rights Plan
At the 2020 Annual Meeting of Shareholders held on May 5, 2020 (the “Annual Meeting”), the shareholders of Enbridge Inc. (the “Corporation”) voted to amend, reconfirm and approve the Corporation’s shareholder rights plan (the “Rights Plan”) under the terms of an agreement between the Corporation and Computershare Trust Company of Canada (“Computershare”), as rights agent. The Rights Plan originally became effective on November 9, 1995, and pursuant to its terms is required to be reconfirmed and approved by a majority of shareholders every three years or it will be terminated and cease to have effect.
The amendments to the Rights Plan approved at the Annual Meeting provide that the Rights Plan must next be approved at the annual meeting of shareholders held three years after the Annual Meeting or the Rights Plan will cease to have effect, and include certain other non-material changes to the Rights Plan.
The Rights Plan is designed to encourage the fair treatment of shareholders in connection with any take-over bid for the Corporation. Rights issued under the Rights Plan become exercisable when a person and any related parties acquires or announces the intention to acquire 20% or more of the Corporation’s outstanding common shares without complying with certain provisions set out in the Rights Plan or without approval of the board of directors of the Corporation (the “Board”). Should such an acquisition or announcement occur, each rights holder, other than the acquiring person and its related parties, will have the right to purchase common shares of the Corporation at a 50% discount to the market price at that time.
The foregoing summary of the Rights Plan and the amendments thereto does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Rights Plan, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the holders of common shares of the Corporation voted on: (1) 11 nominated directors to be elected to the Board to serve until the close of the Corporation’s next annual meeting of shareholders or until their successors are elected; (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) the amendment, reconfirmation and approval of the Rights Plan under the terms of an agreement between the Corporation and Computershare; (4) ratification, confirmation and approval of certain amendments to General By-Law No. 1 of the Corporation; and (5) an advisory vote on the Corporation’s approach to executive compensation (a “Say on Pay vote”). The proposals 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 9, 2020.
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 by the Corporation’s shareholders.
1. Election of Directors
Each of the 11 nominees listed below were 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.
| | | Votes For | | | Votes Withheld | | | Broker
Non-Votes | |
| Name of Nominee | | Number | | | Percent | | | Number | | | Percent | | | Number | |
| Pamela L. Carter | | | 1,063,972,780 | | | | 85.23 | | | | 184,364,864 | | | | 14.77 | | | | 168,060,801 | |
| Marcel R. Coutu | | | 1,111,694,748 | | | | 89.05 | | | | 136,642,897 | | | | 10.95 | | | | 168,060,800 | |
| Susan M. Cunningham | | | 1,215,551,787 | | | | 97.37 | | | | 32,785,858 | | | | 2.63 | | | | 168,060,800 | |
| Gregory L. Ebel | | | 1,145,661,628 | | | | 91.77 | | | | 102,676,016 | | | | 8.23 | | | | 168,060,801 | |
| J. Herb England | | | 1,207,631,489 | | | | 96.74 | | | | 40,706,156 | | | | 3.26 | | | | 168,060,800 | |
| Charles W. Fischer | | | 1,229,841,306 | | | | 98.52 | | | | 18,496,314 | | | | 1.48 | | | | 168,060,799 | |
| Gregory J. Goff | | | 1,243,004,440 | | | | 99.57 | | | | 5,333,452 | | | | 0.43 | | | | 168,060,799 | |
| V. Maureen Kempston Darkes | | | 1,213,976,217 | | | | 97.25 | | | | 34,361,673 | | | | 2.75 | | | | 168,060,801 | |
| Teresa S. Madden | | | 1,230,756,098 | | | | 98.59 | | | | 17,581,793 | | | | 1.41 | | | | 168,060,800 | |
| Al Monaco | | | 1,223,260,251 | | | | 97.99 | | | | 25,077,641 | | | | 2.01 | | | | 168,060,799 | |
| Dan C. Tutcher | | | 1,221,007,826 | | | | 97.81 | | | | 27,330,023 | | | | 2.19 | | | | 168,060,800 | |
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 | | | Percent | | | Number | | | Percent | | | Number | |
| | 1,351,853,014 | | | | 95.44 | | | | 64,545,269 | | | | 4.56 | | | | 394 | |
3. Amendment, Reconfirmation and Approval of the Shareholder Rights Plan
The shareholders amended, reconfirmed and approved the Shareholder Rights Plan under the terms of an agreement between the Corporation and Computershare.
| Votes For | | | Votes Against | | | Abstentions | | | Broker
Non-Votes | |
| Number | | | Percent | | | Number | | | Percent | | | Number | | | Percent | | | Number | |
| | 1,189,153,106 | | | | 95.26 | | | | 56,902,819 | | | | 4.56 | | | | 2,283,323 | | | | 0.18 | | | | 168,059,313 | |
4. Ratification, Confirmation and Approval of Certain Amendments to General By-Law No. 1 of the Corporation
The shareholders ratified, confirmed and approved certain amendments to General By-Law No. 1 of the Corporation, the full text of which is set forth in Appendix B to the Circular.
| Votes For | | | Votes Against | | | Abstentions | | | Broker
Non-Votes | |
| Number | | | Percent | | | Number | | | Percent | | | Number | | | Percent | | | Number | |
| | 1,241,293,749 | | | | 99.44 | | | | 3,621,587 | | | | 0.29 | | | | 3,424,031 | | | | 0.27 | | | | 168,059,324 | |
5. Advisory Vote on the Corporation’s Approach to Executive Compensation
The shareholders accepted Corporation’s approach to executive compensation, as disclosed in the Circular.
| Votes For | | | Votes Against | | | Abstentions | | | Broker
Non-Votes | |
| Number | | | Percent | | | Number | | | Percent | | | Number | | | Percent | | | Number | |
| | 1,174,417,809 | | | | 94.08 | | | | 58,707,644 | | | | 4.70 | | | | 15,213,663 | | | | 1.22 | | | | 168,059,592 | |
Item 8.01 Other Events.
On May 5, 2020, the Corporation issued a news release announcing the election of director voting results from the Annual Meeting. 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
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 6, 2020 | | By: | /s/ Karen K.L. Uehara |
| | | | Karen K.L. Uehara |
| | | | Vice President & Corporate Secretary
(Duly Authorized Officer) |
