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): June 4, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2020, the Board of Directors (the “Board”) of Enbridge Inc. (the “Corporation”), on the recommendation of its Governance Committee, appointed Stephen S. Poloz as a director of the Corporation, effective immediately, to serve until the next Annual Meeting of Shareholders of the Corporation in 2021.
Mr. Poloz will be subject to the Corporation’s existing arrangements relating to director compensation and indemnification, substantially as described in the Corporation’s Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on March 9, 2020. On May 7, 2020, the Corporation announced cost reductions actions as part of a cost management program for 2020, which includes a reduction of 15% to Board compensation for 2020. There are no arrangements or understandings between Mr. Poloz and any other persons pursuant to which he was selected as a director, and there are no transactions in which Mr. Poloz has an interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On June 4, 2020, the Corporation issued a press release announcing Mr. Poloz’s appointment to the Board, a copy of which is filed as Exhibit 99.1 to this 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, thereunto duly authorized.
| | ENBRIDGE INC.
(Registrant) |
| | | |
| Date: June 4, 2020 | By: | /s/ Karen K.L. Uehara |
| | | Karen K.L. Uehara |
| | | Vice President & Corporate Secretary |
| | | (Duly Authorized Officer) |
