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6-K

Bank Of Nova Scotia (BNS)

6-K 2023-04-04 For: 2023-04-04
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Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 6-K

Report ofForeign Private Issuer

Pursuant to Rule 13a-16 or15d-16

of the Securities Exchange Act of 1934

For the month of: April, 2023

Commission File Number: 002-09048

THE BANK OF NOVA SCOTIA

(Name of registrant)

40 TemperanceStreet, Toronto, Ontario, M5H 0B4

Attention: Secretary’s Department (Tel.: (416)866-3672)

(Address of Principal Executive Offices)

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  ☒

This report on Form 6-K shall be deemed to be incorporated by reference in The Bank of Nova Scotia’s registration statements on Form S-8 (File No. 333-199099) and Form F-3 (File No. 333-261476) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

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.

THE BANK OF NOVA SCOTIA
Date: April 4, 2023 By: /s/ Nives Gaiotto
Name: Nives Gaiotto
Title:   Assistant Corporate Secretary

EXHIBIT INDEX

Exhibit Description of Exhibit
99.1 Voting Results

EX-99.1

THE BANK OF NOVA SCOTIA

Annual Meeting of Shareholders

April 4, 2023

REPORT OF VOTING RESULTS

in accordance with section 11.3 of National Instrument 51-102

Continuous Disclosure Obligations

The following matters were voted upon at the Annual Meeting of Shareholders of The Bank of Nova Scotia (the “Bank”) held on April 4, 2023. Each of the matters is described in greater detail in the Notice of the 191^st^ Annual Meeting of Shareholders and Management Proxy Circular available at www.scotiabank.com in the Investor Relations section.

1. Election of Directors

Each of the 12 nominees listed in the Management Proxy Circular was elected as a Director of the Bank.

Nominee Votes For % For VotesWithheld %Withheld
Nora A. Aufreiter 564,799,596 97.50 % 14,495,611 2.50 %
Guillermo E. Babatz 568,581,251 98.15 % 10,713,956 1.85 %
Scott B. Bonham 562,662,387 97.13 % 16,632,818 2.87 %
Daniel (Don) H. Callahan 563,080,117 97.20 % 16,215,088 2.80 %
W. Dave Dowrich 564,904,575 97.52 % 14,390,630 2.48 %
Lynn K. Patterson 568,637,004 98.16 % 10,658,202 1.84 %
Michael D. Penner 561,628,800 96.95 % 17,666,406 3.05 %
Una M. Power 567,600,056 97.98 % 11,695,150 2.02 %
Aaron W. Regent 554,746,061 95.76 % 24,549,144 4.24 %
Calin Rovinescu 563,230,118 97.23 % 16,064,464 2.77 %
L. Scott Thomson 571,024,663 98.57 % 8,270,542 1.43 %
Benita M. Warmbold 551,986,405 95.29 % 27,300,561 4.71 %
2. Appointment of Auditors
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KPMG LLP were appointed as auditors of the Bank.

Votes For % For Votes Withheld % Withheld
515,805,337 86.36% 81,463,836 13.64%
3. Advisory vote on non-binding resolution on executive compensationapproach
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Votes For % For Votes Against % Against
--- --- --- ---
530,738,440 91.62% 48,554,860 8.38%
4. Shareholder Proposal No. 1
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Votes For % For Votes Against % Against Abstentions*
--- --- --- --- ---
95,476,442 17.49% 450,492,236 82.51% 33,315,998
5. Shareholder Proposal No. 2
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Votes For % For Votes Against % Against Abstentions*
--- --- --- --- ---
142,838,908 24.95% 429,548,514 75.05% 6,899,790
* An abstention is counted as present for quorum purposes but is not counted as a vote cast in determining<br>whether the requisite majority of votes cast has approved the proposal.
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