Bank Of Montreal 6-K, filed Apr 1, 2020
Bank Of Montreal (BMO)
About this 6-K
Bank Of Montreal filed this 6-K on April 1, 2020.
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
| For the month of: March, 2020 |
Commission File Number: 001-13354 |
BANK OF MONTREAL
(Name of Registrant)
| 100 King Street West 1 First Canadian Place Toronto, Ontario Canada, M5X 1A1 |
129 rue Saint-Jacques Montreal, Quebec Canada, H2Y 1L6 | |
| (Executive Offices) | (Head Office) | |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INCORPORATION BY REFERENCE
The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the following registration statements of the registrant on file with and declared effective by the SEC:
| 1. |
Registration Statement – Form F-3 – File No. 333-217200 |
| 2. |
Registration Statement – Form F-3 – File No. 333-214934 |
| 3. |
Registration Statement – Form S-8 – File No. 333-191591 |
| 4. |
Registration Statement – Form S-8 – File No. 333-180968 |
| 5. |
Registration Statement – Form S-8 – File No. 333-177579 |
| 6. |
Registration Statement – Form S-8 – File No. 333-177568 |
| 7. |
Registration Statement – Form S-8 – File No. 333-176479 |
| 8. |
Registration Statement – Form S-8 – File No. 333-175413 |
| 9. |
Registration Statement – Form S-8 – File No. 333-175412 |
| 10. |
Registration Statement – Form S-8 – File No. 333-113096 |
| 11. |
Registration Statement – Form S-8 – File No. 333-14260 |
| 12. |
Registration Statement – Form S-8 – File No. 33-92112 |
| 13. |
Registration Statement – Form S-8 – File No. 333-207739 |
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.
| BANK OF MONTREAL | ||||||
| By: |
/s/ Thomas E. Flynn | |||||
| Name: |
Thomas E. Flynn | |||||
| Title: |
Chief Financial Officer | |||||
| Date: March 31, 2020 |
By: |
/s/ Barbara M. Muir | ||||
| Name: |
Barbara M. Muir | |||||
| Title: |
Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 |
Press Release – Report under Canadian National Instrument 51-102 Report on Voting Results of Annual Meeting | |
Exhibit 99.1
REPORT UNDER
NATIONAL INSTRUMENT 51-102
REPORT OF VOTING RESULTS
| To: |
Canadian Securities Administrators |
In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted on at the Annual Meeting of Shareholders of Bank of Montreal (the “Bank”) held on March 31, 2020 and, as such votes were conducted by ballot, the number and percentage of votes cast for, against/withheld from each vote. Each of the matters set out below is described in greater detail in the Notice of Annual Meeting of Shareholders and Management Proxy Circular which was mailed to shareholders prior to the Annual Meeting and is available at www.bmo.com/investorrelations.
The Board of Directors and management of the Bank recommended that shareholders vote FOR the election as director of each of the 12 nominees listed in the Management Proxy Circular, FOR the appointment of KPMG LLP as Auditors of the Bank, FOR the advisory vote on the Bank’s approach to executive compensation, FOR amending the Bank of Montreal Amended and Restated Stock Option Plan and AGAINST Shareholder Proposals one, two and three.
| 1. |
Election of Directors |
A ballot was conducted to vote on each resolution to appoint each of the following 12 nominees as a Director of the Bank to serve until the next Annual Meeting of Shareholders of the Bank or until their resignation or their successor is elected or appointed, and the outcome was as follows:
| Nominee | Votes For | Votes Withheld | ||||||
| Janice M. Babiak |
287,076,651 | 98.22% | 5,190,650 | 1.78% | ||||
| Sophie Brochu |
291,356,153 | 99.69% | 910,952 | 0.31% | ||||
| Craig W. Broderick |
291,327,971 | 99.68% | 939,330 | 0.32% | ||||
| George A. Cope |
284,984,221 | 97.51% | 7,283,024 | 2.49% | ||||
| Christine A. Edwards |
286,552,072 | 98.04% | 5,715,173 | 1.96% | ||||
| Martin S. Eichenbaum |
291,236,048 | 99.65% | 1,031,253 | 0.35% | ||||
| Ronald H. Farmer |
278,487,715 | 95.29% | 13,779,530 | 4.71% | ||||
| David Harquail |
291,407,562 | 99.71% | 859,683 | 0.29% | ||||
| Linda S. Huber |
291,314,958 | 99.67% | 952,343 | 0.33% | ||||
| Eric R. La Flèche |
288,063,884 | 98.56% | 4,203,417 | 1.44% | ||||
| Lorraine Mitchelmore |
289,180,204 | 98.94% | 3,087,097 | 1.06% | ||||
| Darryl White |
291,345,137 | 99.68% | 922,164 | 0.32% | ||||
| 2. |
Appointment of Shareholders’ Auditors |
A ballot was conducted to vote on the resolution to appoint the firm of KPMG LLP as the auditors of the Bank for the 2020 fiscal year and the outcome was as follows:
| Votes For | Votes Withheld | |||||||||
| 295,201,244 | 96.74% | 9,942,885 | 3.26% | |||||||
- 2 -
| 3. |
Advisory Vote on the Bank’s approach to Executive Compensation |
A ballot was conducted to vote for the Advisory Resolution on the Bank’s approach to Executive Compensation and the outcome was as follows:
| Votes For | Votes Against | |||||||||
| 276,155,837 | 94.49% | 16,111,622 | 5.51% | |||||||
| 4. |
Amendments to the Bank of Montreal Amended and Restated Stock Option Plan |
A ballot was conducted to vote on Amendments to the Bank of Montreal Amended and Restated Stock Option Plan and the outcome was as follows:
| Votes For | Votes Against | |||||
| 218,433,620 | 74.74% | 73,834,014 | 25.26% | |||
| 5. |
Competitiveness and Protection of Personal Information |
A ballot was conducted to vote on a shareholder proposal regarding Competitiveness and Protection of Personal Information and the outcome was as follows:
| Votes For | Votes Against | Votes Abstain | ||||||||
| 6,714,000 | 2.30% | 284,205,854 | 97.24% | 1,347,151 | 0.46% | |||||
| 6. |
Diversity Target |
A ballot was conducted to vote on a shareholder proposal regarding Diversity Target and the outcome was as follows:
| Votes For | Votes Against | Votes Abstain | ||||||||
| 14,098,406 | 4.83% | 276,693,177 | 94.67% | 1,475,647 | 0.50% | |||||
| 7. |
Suggested Incongruity between Fossil Fuel Lending History, Financing Criteria and Public Statements |
A ballot was conducted to vote on a shareholder proposal regarding Suggested Incongruity between Fossil Fuel Lending History, Financing Criteria and Public Statements and the outcome was as follows:
| Votes For | Votes Against | Votes Abstain | ||||||||
| 29,733,519 | 10.17% | 260,960,556 | 89.29% | 1,572,855 | 0.54% | |||||
- 3 -
Dated this 31st day of March, 2020.
| Bank of Montreal | ||
| By: |
/s/ Barbara M. Muir | |
| Barbara M. Muir | ||
| Corporate Secretary | ||