EXHIBIT 99.1
ANNUAL AND SPECIAL MEETING OF COMMON SHAREHOLDERS |
OF THE TORONTO-DOMINION BANK |
THURSDAY, APRIL 18, 2024 - 9:30 A.M. (Eastern) |
TORONTO, ONTARIO |
VOTING RESULTS: |
This report on the voting results of the 168th annual and special meeting of common shareholders of The Toronto-Dominion Bank is made in accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations. Full details of the matters for shareholder action can be viewed by accessing the Management Proxy Circular for the meeting at: https://www.td.com/content/dam/tdcom/canada/about-td/pdf/td-investor-2024-proxy-en.pdf |
The Directors of the Bank recommended that Shareholders vote FOR matters 1, 2, 3, 4 and 5 below:
1 . | Election of Directors |
Each of the fifteen (15) nominees listed in the Management Proxy Circular were elected as directors of The Toronto- Dominion Bank.
Nominee | Votes For | % Votes | Votes Witheld | % Votes |
For | Withheld | |||
Ayman Antoun | 844,356,320 | 99.5 | 3,865,792 | 0.5 |
Cherie L. Brant | 843,728,161 | 99.5 | 4,493,951 | 0.5 |
Amy W. Brinkley | 816,181,922 | 96.2 | 32,040,190 | 3.8 |
Brian C. Ferguson | 842,623,402 | 99.3 | 5,598,711 | 0.7 |
Colleen A. Goggins | 843,105,339 | 99.4 | 5,116,774 | 0.6 |
Alan N. MacGibbon | 824,168,138 | 97.2 | 24,053,964 | 2.8 |
John B. MacIntyre | 844,561,588 | 99.6 | 3,660,524 | 0.4 |
Karen E. Maidment | 828,611,333 | 97.7 | 19,610,780 | 2.3 |
Keith G. Martell | 844,659,456 | 99.6 | 3,562,657 | 0.4 |
Bharat B. Masrani | 839,248,088 | 98.9 | 8,969,348 | 1.1 |
Claude Mongeau | 843,838,738 | 99.5 | 4,383,374 | 0.5 |
S. Jane Rowe | 842,951,734 | 99.4 | 5,270,379 | 0.6 |
Nancy G. Tower | 842,528,503 | 99.3 | 5,693,610 | 0.7 |
Ajay K. Virmani | 841,996,300 | 99.3 | 6,225,813 | 0.7 |
Mary A. Winston | 839,217,384 | 98.9 | 9,004,729 | 1.1 |
2 . | Appointment of Auditor |
The auditor listed in the Management Proxy Circular was appointed as auditor of The Toronto-Dominion Bank.
Votes For | % Votes For | Votes Withheld | % Votes Withheld |
847,615,886 | 97.2 | 24,789,765 | 2.8 |
3 . | Advisory vote on the approach to executive compensation |
Votes For | % Votes For | Votes Against | % Votes Against |
764,899,458 | 90.2 | 83,321,595 | 9.8 |
- 1 - |
4 . | Amendments to By-law No. 1 relating to (a) the aggregate remuneration of directors and (b) the minimum number of directors |
Votes For | % Votes For | Votes Against | % Votes Against |
817,440,192 | 96.4 | 30,781,021 | 3.6 |
5 . | Other admendments to By-law No. 1 |
Votes For | % Votes For | Votes Against | % Votes Against |
840,942,599 | 99.1 | 7,278,942 | 0.9 |
The Directors of the Bank recommended that Shareholders vote AGAINST matters 6 to 14 below:
6 . | Shareholder Proposal 1 - CEO to Median Employee Pay Ratio |
Votes For | % Votes For | Votes Against | % Votes Against |
106,566,286 | 12.6 | 699,863,294 | 82.5 |
Votes Abstained | % Votes Abstained | ||
41,785,116 | 4.9 |
7 . | Shareholder Proposal 2 - Disclose Transition Activities |
Votes For | % Votes For | Votes Against | % Votes Against |
242,558,567 | 28.6 | 600,032,070 | 70.7 |
Votes Abstained | % Votes Abstained | ||
5,625,992 | 0.7 |
8 . | Shareholder Proposal 3 - Incentive Compensation for All Employees against ESG Objectives |
Votes For | % Votes For | Votes Against | % Votes Against |
16,826,025 | 2.0 | 821,086,578 | 96.8 |
Votes Abstained | % Votes Abstained | ||
10,305,526 | 1.2 |
9 . | Shareholder Proposal 4 - Public Disclosure of Non-Confidential Information, Country-by-Country Reporting, Compensation Ratios and Tax Havens |
Votes For | % Votes For | Votes Against | % Votes Against |
97,869,718 | 11.5 | 707,473,138 | 83.4 |
Votes Abstained | % Votes Abstained | ||
42,878,347 | 5.1 |
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10 . | Shareholder Proposal 5 - Advisory Vote on Environmental Policies |
Votes For | % Votes For | Votes Against | % Votes Against |
151,497,908 | 17.9 | 642,490,876 | 75.7 |
Votes Abstained | % Votes Abstained | ||
54,206,108 | 6.4 |
11 . | Shareholder Proposal 6 - Report on Impact of Oil and Gas Divestment |
Votes For | % Votes For | Votes Against | % Votes Against |
10,184,551 | 1.2 | 831,765,430 | 98.1 |
Votes Abstained | % Votes Abstained | ||
6,236,207 | 0.7 |
12 . | Shareholder Proposal 7 - Annex to Annual Report on All Out-of-court Settlements |
Votes For | % Votes For | Votes Against | % Votes Against |
6,432,184 | 0.8 | 831,782,139 | 98.1 |
Votes Abstained | % Votes Abstained | ||
9,973,516 | 1.2 |
13 . | Shareholder Proposal 8 - Committee of 5 Persons to Consider All Out-of-court Settlements |
Votes For | % Votes For | Votes Against | % Votes Against |
4,506,600 | 0.5 | 840,324,980 | 99.1 |
Votes Abstained | % Votes Abstained | ||
3,357,676 | 0.4 |
14 . | Shareholder Proposal 9 - Providing All Employees with the Same Amount of Social Benefits |
Votes For | % Votes For | Votes Against | % Votes Against |
6,378,963 | 0.8 | 832,539,986 | 98.2 |
Votes Abstained | % Votes Abstained | ||
9,269,244 | 1.1 |
Anyone wishing additional information on the vote results may contact TD Shareholder Relations at (416) 944-6367 or toll-free at 1-866-756-8936 or by email at tdshinfo@td.com. |