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, 2021
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 5.07 Submission of Matters to a Vote of Security Holders.
At the 2021 Annual Meeting of Shareholders held on May 5, 2021 (the “Annual Meeting”), the holders of common shares of Enbridge Inc. (the “Corporation”) voted on: (1) 11 nominated directors to be elected to the board of directors of the Corporation (the “Board”) to serve until the close of the Corporation’s next annual meeting of shareholders or until their respective successors have been 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; and (3) an advisory vote on the Corporation’s approach to executive compensation (a “Say on Pay vote”). The items of business 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 8, 2021.
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 on by the Corporation’s shareholders.
Each of the 11 nominees listed below was elected as Director of the Corporation to hold office until the close of the Corporation’s next annual meeting of shareholders or until his or her successor has been elected.
| Name of Nominee | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
| | | Number | | | Percent | | | Number | | | Percent | | | Number | |
| Pamela L. Carter | | | 1,026,735,952 | | | | 88.92 | | | | 127,933,337 | | | | 11.08 | | | | 155,611,179 | |
| Marcel R. Coutu | | | 905,791,449 | | | | 78.44 | | | | 248,901,234 | | | | 21.56 | | | | 155,611,178 | |
| Susan M. Cunningham | | | 1,124,263,081 | | | | 97.36 | | | | 30,429,609 | | | | 2.64 | | | | 155,611,178 | |
| Gregory L. Ebel | | | 1,006,918,694 | | | | 87.20 | | | | 147,774,068 | | | | 12.80 | | | | 155,611,178 | |
| J. Herb England | | | 1,097,733,764 | | | | 95.07 | | | | 56,958,919 | | | | 4.93 | | | | 155,611,178 | |
| Gregory J. Goff | | | 1,123,154,409 | | | | 97.27 | | | | 31,537,352 | | | | 2.73 | | | | 155,612,179 | |
| V. Maureen Kempston Darkes | | | 1,114,944,283 | | | | 96.56 | | | | 39,748,478 | | | | 3.44 | | | | 155,611,179 | |
| Teresa S. Madden | | | 1,135,741,737 | | | | 98.36 | | | | 18,951,025 | | | | 1.64 | | | | 155,611,178 | |
| Al Monaco | | | 1,135,429,123 | | | | 98.33 | | | | 19,263,639 | | | | 1.67 | | | | 155,611,178 | |
| Stephen S. Poloz | | | 1,149,252,784 | | | | 99.53 | | | | 5,439,977 | | | | 0.47 | | | | 155,611,179 | |
| Dan C. Tutcher | | | 1,133,684,995 | | | | 98.18 | | | | 21,006,767 | | | | 1.82 | | | | 155,612,178 | |
| 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 | | | | Percent | | | | Number | | | | Number | |
| | 1,232,319,286 | | | | 94.63 | | | | 69,917,012 | | | | 5.37 | | | | 8,067,642 | |
| 3. | Advisory Vote on Executive Compensation |
The shareholders accepted, on an advisory basis, the 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 | |
| | 1,060,874,379 | | | | 92.51 | | | | 72,362,282 | | | | 6.31 | | | | 13,526,703 | | | | 1.18 | | | | 163,540,576 | |
Item 8.01 Other Events.
On May 5, 2021, 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, 2021 | By: | /s/ Karen K.L. Uehara |
| | | Karen K.L. Uehara
Vice President & Corporate Secretary
(Duly Authorized Officer) |
