6-K
BANK OF MONTREAL /CAN/ (BMO)
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
of the Securities Exchange Act of 1934
| For the month of: April, 2025 | 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 ☒
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<br>No. 333-214934 |
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| 2. | Registration Statement – Form F-3 – File<br>No. 333-285508 |
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| 3. | Registration Statement – Form S-8 – File<br>No. 333-191591 |
| --- | --- |
| 4. | Registration Statement – Form S-8 – File<br>No. 333-180968 |
| --- | --- |
| 5. | Registration Statement – Form S-8 – File<br>No. 333-177579 |
| --- | --- |
| 6. | Registration Statement – Form S-8 – File<br>No. 333-177568 |
| --- | --- |
| 7. | Registration Statement – Form S-8 – File<br>No. 333-176479 |
| --- | --- |
| 8. | Registration Statement – Form S-8 – File<br>No. 333-175413 |
| --- | --- |
| 9. | Registration Statement – Form S-8 – File<br>No. 333-175412 |
| --- | --- |
| 10. | Registration Statement – Form S-8 – File<br>No. 333-113096 |
| --- | --- |
| 11. | Registration Statement – Form S-8 – File<br>No. 333-14260 |
| --- | --- |
| 12. | Registration Statement – Form S-8 – File<br>No. 33-92112 |
| --- | --- |
| 13. | Registration Statement – Form S-8 – File<br>No. 333-207739 |
| --- | --- |
| 14. | Registration Statement – Form S-8 – File<br>No. 333-237522 |
| --- | --- |
| 15. | Registration Statement – Form S-8 – File<br>No. 333-276007 |
| --- | --- |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
|---|---|
| 99.1 | Report under Canadian National Instrument 51-102 on Voting Results of Annual Meeting |
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 11, 2025 | By: | /s/ Paul V. Noble |
| Name: | Paul V. Noble | |
| Title: | Corporate Secretary |
EX-99.1
Exhibit 99.1
REPORT UNDER NATIONAL INSTRUMENT 51-102
REPORT OF VOTING RESULTS
To: Canadian SecuritiesAdministrators
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 11, 2025 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.
1. Election ofDirectors
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 For | Votes Withheld | % Votes Withheld |
|---|---|---|---|---|
| Janice M.<br>Babiak | 350,392,216 | 96.55% | 12,516,833 | 3.45% |
| Craig W.<br>Broderick | 358,920,260 | 98.90% | 3,988,788 | 1.10% |
| Hazel<br>Claxton | 361,271,556 | 99.55% | 1,637,494 | 0.45% |
| Diane L.<br>Cooper | 361,253,745 | 99.54% | 1,654,468 | 0.46% |
| George A.<br>Cope | 344,500,954 | 94.93% | 18,408,043 | 5.07% |
| Stephen<br>Dent | 361,537,955 | 99.62% | 1,371,093 | 0.38% |
| Martin S.<br>Eichenbaum | 360,165,974 | 99.24% | 2,742,074 | 0.76% |
| David<br>Harquail | 361,511,458 | 99.61% | 1,397,590 | 0.39% |
| Eric R. La<br>Flèche | 353,179,964 | 97.32% | 9,729,085 | 2.68% |
| Brian<br>McManus | 361,778,452 | 99.69% | 1,130,597 | 0.31% |
| Lorraine<br>Mitchelmore | 358,020,943 | 98.65% | 4,888,106 | 1.35% |
| Madhu<br>Ranganathan | 357,903,410 | 98.62% | 5,005,639 | 1.38% |
| Darryl<br>White | 360,954,789 | 99.46% | 1,954,260 | 0.54% |
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 2025 fiscal year and the outcome was as follows:
| Votes For | % Votes For | Votes Withheld | % Votes Withheld |
|---|---|---|---|
| 346,328,946 | 92.63% | 27,567,667 | 7.37% |
3. Advisory Vote on the Bank’s approach to Executive Compensation
A ballot was conducted to vote on the advisory resolution on the Bank’s approach to Executive Compensation and the outcome was as follows:
| Votes For | % Votes For | Votes Against | % Votes Against |
|---|---|---|---|
| 349,394,274 | 96.28% | 13,515,640 | 3.72% |
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4.Shareholder Proposal No. 1: Public Disclosure of Non-Confidential Information, Country-By-Country Reporting, CompensationRatios and Tax Havens
| Votes For | % Votes For | Votes Against | % Votes Against | Abstentions* |
|---|---|---|---|---|
| 32,202,730 | 8.91% | 329,211,011 | 91.09% | 1,489,214 |
5. Shareholder Proposal No. 2: Advisory Vote on Environmental Policies
| Votes For | % Votes For | Votes Against | % Votes Against | Abstentions* |
|---|---|---|---|---|
| 45,784,360 | 12.84% | 310,877,472 | 87.16% | 6,239,387 |
6. Shareholder Proposal No. 3: Disclosure of Languages Spoken Fluently by Employees
| Votes For | % Votes For | Votes Against | % Votes Against | Abstentions* |
|---|---|---|---|---|
| 3,487,367 | 0.96% | 358,177,391 | 99.04% | 1,228,357 |
7. Shareholder Proposal No. 4: Advanced Generative AI Systems and Code of Conduct
| Votes For | % Votes For | Votes Against | % Votes Against | Abstentions* |
|---|---|---|---|---|
| 30,590,982 | 8.46% | 331,054,989 | 91.54% | 1,257,120 |
8. Shareholder Proposal No. 5: Disclosure of Energy Supply Ratio
| Votes For | % Votes For | Votes Against | % Votes Against | Abstentions* |
|---|---|---|---|---|
| 117,179,171 | 32.38% | 244,704,351 | 67.62% | 1,017,558 |
9. Shareholder Proposal No. 6: Disclosure of Lobbying and Policy Influence Activities
| Votes For | % Votes For | Votes Against | % Votes Against | Abstentions* |
|---|---|---|---|---|
| 74,827,993 | 20.83% | 284,369,755 | 79.17% | 3,704,706 |
10. Shareholder Proposal No. 7: Disclosure of Executive Compensation Pay Metrics
| Votes For | % Votes For | Votes Against | % Votes Against | Abstentions* |
|---|---|---|---|---|
| 26,526,397 | 7.33% | 335,413,067 | 92.67% | 963,623 |
*An abstention is counted as present for quorum purposes but is not counted as a vote cast in determining whether the requisite majority of votes cast has approved the proposal.
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Dated this 11^th^ day of April, 2025.
Bank of Montreal
By: /s/ Paul V. Noble
Paul V. Noble
Corporate Secretary