Bank Of Montreal 6-K, filed Apr 7, 2021
Bank Of Montreal (BMO)
About this 6-K
Bank Of Montreal filed this 6-K on April 7, 2021.
FORM6-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: April, 2021 | Commission File Number: 001-13354 |
|---|
BANK OF MONTREAL
(Name of Registrant)
| 100 King Street West | |
|---|---|
| 1 First Canadian Place | 129 rue Saint-Jacques |
| Toronto, Ontario | Montreal, Quebec |
| Canada, M5X 1A1 | 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. 333-237342 |
|---|---|
| 2. | Registration Statement – Form F-3 – File No. 333-214934 |
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| 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 |
| --- | --- |
| 14. | Registration Statement – Form S-8 – File No. 333-237522 |
| --- | --- |
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/ Tayfun Tuzun | |
| Name: | Tayfun Tuzun | |
| Title: | Chief Financial Officer | |
| Date: April 7, 2021 | 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 |
EX-99.1
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 April 7, 2021 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 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 13 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, and AGAINST Shareholder Proposal No. 1.
| 1. | Election of Directors |
|---|
A ballot was conducted to vote on each resolution to appoint each of the following 13 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 | 299,680,685 | 98.67% | 4,050,330 | 1.33% |
| Sophie Brochu | 301,988,463 | 99.43% | 1,742,548 | 0.57% |
| Craig W. Broderick | 302,562,672 | 99.62% | 1,168,343 | 0.38% |
| George A. Cope | 297,873,529 | 98.07% | 5,856,768 | 1.93% |
| Stephen Dent | 302,858,750 | 99.71% | 872,265 | 0.29% |
| Christine A. Edwards | 301,385,255 | 99.23% | 2,344,442 | 0.77% |
| Martin S. Eichenbaum | 302,522,147 | 99.60% | 1,208,616 | 0.40% |
| David Harquail | 302,882,265 | 99.73% | 818,750 | 0.27% |
| Linda S. Huber | 302,842,503 | 99.71% | 888,512 | 0.29% |
| Eric R. La Flèche | 301,235,814 | 99.18% | 2,495,201 | 0.82% |
| Lorraine Mitchelmore | 302,157,409 | 99.48% | 1,573,606 | 0.52% |
| Madhu Ranganathan | 301,330,217 | 99.21% | 2,400,806 | 0.79% |
| Darryl White | 302,828,132 | 99.71% | 872,891 | 0.29% |
| 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 2021 fiscal year and the outcome was as follows:
| Votes For | Votes Withheld | ||
|---|---|---|---|
| 300,775,541 | 95.38% | 14,577,302 | 4.62% |
- 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 | ||
|---|---|---|---|
| 288,866,869 | 95.11% | 14,864,130 | 4.89% |
| 4. | Additional Climate Change Related Report | ||
| --- | --- |
A ballot was conducted to vote for a shareholder proposal requesting an additional climate change related report:
| Votes For | Votes Against | Votes Abstain | |||
|---|---|---|---|---|---|
| 56,282,023 | 18.53% | 246,058,008 | 81.01% | 1,389,923 | 0.46% |
Dated this 7^th^ day of April, 2021.
| Bank of Montreal | |
|---|---|
| By: | /s/ Barbara M. Muir |
| Barbara M. Muir | |
| Corporate Secretary |