Brookfield Infrastructure Corp 6-K, filed Jun 21, 2021
Brookfield Infrastructure Corp (BIPC)
About this 6-K
Brookfield Infrastructure Corp filed this 6-K on June 21, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2021
Commission file number 001-39250
BROOKFIELD INFRASTRUCTURE CORPORATION
(Exact name of Registrant as specified in its charter)
250 Vesey Street, 15th Floor
New York, New York 10281
(Address of principal executive 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): ☐
Exhibit Index
| Exhibit | Description | |
| 99.1 | Press release dated June 17, 2021. | |
| 99.2 | Report on Voting Results for the Registrant’s Annual Meeting of Shareholders held June 17, 2021. | |
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.
| BROOKFIELD INFRASTRUCTURE CORPORATION | ||||||
| Date: June 17, 2021 |
By: |
/s/ Michael Ryan | ||||
| Name: Michael Ryan | ||||||
| Title: Secretary | ||||||
[Signature Page – 6-K]
EXHIBIT 99.1
Brookfield Infrastructure Corporation Announces Results of Annual Meeting of Shareholders
BROOKFIELD, NEWS, June 17, 2021 – Brookfield Infrastructure Corporation (the “Corporation”) (TSX, NYSE: BIPC) today announced that all eight nominees proposed for election to the board of directors by holders of class A exchangeable subordinate voting shares (“Exchangeable Shares”) and holders of class B multiple voting shares (“Class B Shares”) were elected at the Corporation’s annual meeting of shareholders held on June 17, 2021 in a virtual meeting format. Detailed results of the vote for the election of directors are set out below.
In accordance with the Corporation’s articles, each Exchangeable Share was entitled to one vote per share, representing a 25% voting interest in the Corporation in the aggregate, and the Class B Share was entitled to a total of 134,851,146 votes in the aggregate, representing a 75% voting interest in the Corporation.
The following is a summary of the votes cast by holders of Exchangeable Shares and Class B Shares, voting together as a single class, in regard to the election of the eight directors:
| Director Nominee |
Votes For | % | Votes Withheld | % | ||||||||||||
| Jeffrey Blidner |
154,706,097 | 95.42 | % | 7,423,526 | 4.58 | % | ||||||||||
| William Cox |
161,216,854 | 99.44 | % | 912,769 | 0.56 | % | ||||||||||
| John Fees |
161,208,822 | 99.43 | % | 920,801 | 0.57 | % | ||||||||||
| Roslyn Kelly |
162,099,291 | 99.98 | % | 30,332 | 0.02 | % | ||||||||||
| John Mullen |
161,420,094 | 99.56 | % | 709,529 | 0.44 | % | ||||||||||
| Daniel Muñiz Quintanilla |
162,069,965 | 99.96 | % | 59,658 | 0.04 | % | ||||||||||
| Anne Schaumburg |
161,990,442 | 99.91 | % | 139,181 | 0.09 | % | ||||||||||
| Rajeev Vasudeva |
162,097,440 | 99.98 | % | 32,183 | 0.02 | % | ||||||||||
A summary of all votes cast by holders of the Exchangeable Shares and Class B Shares represented at the Corporation’s annual meeting of shareholders is available on SEDAR at www.sedar.com.
Brookfield Infrastructure
Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, midstream and data sectors across North and South America, Asia Pacific and Europe. We are focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. Investors can access its portfolio either through Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN), a Bermuda-based limited partnership, or Brookfield Infrastructure Corporation (NYSE, TSX: BIPC), a Canadian corporation. Further information is available at www.brookfield.com/infrastructure.
Brookfield Infrastructure is the flagship listed infrastructure company of Brookfield Asset Management, a global alternative asset manager with over US$600 billion of assets under management. For more information, go to www.brookfield.com.
Contact information:
| Media: Claire Holland Senior Vice President, Communications (416) 369-8236 claire.holland@brookfield.com |
Investors: Kate White Manager, Investor Relations Tel: (416) 956-5183 Email: kate.white@brookfield.com |
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EXHIBIT 99.2
BROOKFIELD INFRASTRUCTURE CORPORATION
REPORT ON VOTING RESULTS
Annual Meeting of Shareholders
June 17, 2021
|
National Instrument 51-102 – Section 11.3 (Canada)
|
The Annual Meeting of Shareholders of Brookfield Infrastructure Corporation (the “Corporation”) was held on Tuesday, June 17, 2021 at 9:00 a.m. in a virtual meeting format (the “Meeting”). At the Meeting, shareholders holding 30,129,846 class A exchangeable subordinate voting shares (“Exchangeable Shares”), representing 67.03% of the Corporation’s 44,950,382 issued and outstanding Exchangeable Shares on the record date for the Meeting, and one class B multiple voting share (“Class B Share”), representing 100% of the Corporation’s issued and outstanding Class B Shares on the record date for the Meeting, were represented in person or by proxy.
In accordance with the Corporation’s articles, each Exchangeable Share was entitled to one vote per share, representing a 25% voting interest in the Corporation in the aggregate, and the Class B Share was entitled to a total of 134,851,146 votes in the aggregate, representing a 75% voting interest in the Corporation.
The following is a summary of the votes cast by holders of the Exchangeable Shares and Class B Shares represented at the Meeting, voting together as a single class.
Election of Directors
All of the eight nominees proposed by management for election to the Board of Directors of the Corporation were nominated and elected at the Meeting by acclamation. As indicated below, each director elected at the Meeting also received a majority of the proxy votes cast for and withheld from voting for the individual director.
Management received the following proxies from holders of Exchangeable Shares and Class B Shares, voting together as a single class, in regard to the election of the eight directors nominated for election:
| Director Nominee |
Votes For | % | Votes Withheld | % | ||||||||||||
| Jeffrey Blidner |
154,706,097 | 95.42 | % | 7,423,526 | 4.58 | % | ||||||||||
| William Cox |
161,216,854 | 99.44 | % | 912,769 | 0.56 | % | ||||||||||
| John Fees |
161,208,822 | 99.43 | % | 920,801 | 0.57 | % | ||||||||||
| Roslyn Kelly |
162,099,291 | 99.98 | % | 30,332 | 0.02 | % | ||||||||||
| John Mullen |
161,420,094 | 99.56 | % | 709,529 | 0.44 | % | ||||||||||
| Daniel Muñiz Quintanilla |
162,069,965 | 99.96 | % | 59,658 | 0.04 | % | ||||||||||
| Anne Schaumburg |
161,990,442 | 99.91 | % | 139,181 | 0.09 | % | ||||||||||
| Rajeev Vasudeva |
162,097,440 | 99.98 | % | 32,183 | 0.02 | % | ||||||||||
Appointment of Auditors
The resolution to reappoint Deloitte LLP, as the external auditor of the Corporation to hold office until the next Annual Meeting of Shareholders and to authorize the directors to fix the remuneration to be paid to the external auditor was approved by the majority of both the holders of Exchangeable Shares and Class B Shares, voting together as a single class.
Management received the following proxies from the holders of Exchangeable Shares and Class B Shares on this resolution:
| Outcome |
Votes For | % | Votes Withheld | % | ||||||||||||
| Carried |
164,943,974 | 99.98 | % | 36,851 | 0.02 | % | ||||||||||
Other Business
There were no other matters coming before the Meeting that required a vote by either the holders of Exchangeable Shares or Class B Shares.
| BROOKFIELD INFRASTRUCTURE CORPORATION | ||
| By: |
“Michael Ryan” | |
| Name: Michael Ryan Title: General Counsel and Corporate Secretary | ||
Dated: June 17, 2021
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