6-K
CGI INC (GIB)
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 January 2020
Commission File Number 1-14858
CGI Inc.
(Translationof Registrant’s Name Into English)
1350 René-Lévesque Boulevard West
25th Floor
Montreal, Quebec
CanadaH3G 1T4
(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
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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Enclosure: Report on voting results at the Registrant’s annual general meeting of shareholders held on January 29, 2020.
The following is filed herewith and incorporated herein:
| Exhibit<br><br><br>Number | Description |
|---|---|
| 99.1 | Report on voting results at the Registrant’s annual general meeting of shareholders held on January 29, 2020. |
SIGNATURE
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.
| CGI INC. | |||
|---|---|---|---|
| (Registrant) | |||
| Date: January 29, 2020 | By: | /s/ Benoit Dubé | |
| Name: | Benoit Dubé | ||
| Title: | Executive Vice-President, | ||
| Legal and Economic Affairs, | |||
| and Corporate Secretary |
EX-99.1
Exhibit 99.1

CGI INC.
REPORT ON VOTING RESULTS
ANNUAL GENERAL MEETING OF SHAREHOLDERS
JANUARY 29, 2020
The Annual General Meeting of Shareholders of CGI Inc. (“CGI”) was held in Montréal, Quebec, Canada, on Wednesday, January 29, 2020 at 11:00 a.m. in the Ballroom of the Centre Sheraton Montréal. 3,541 shareholders holding 180,702,262 Class A subordinate voting shares and 28,945,706 Class B shares (multiple voting) were represented at the meeting in person or by proxy, representing approximately 88.77% of the total votes attached to all issued and outstanding shares as of the record date on December 9, 2019.
Election of directors
All 16 directors proposed for election at the Annual General Meeting of Shareholders were elected on a vote by show of hands. All of the candidates were elected by a majority of the votes cast by the shareholders present or represented by proxy at the meeting. The proxies received by CGI for the election of directors were as follows:
| Votesfor | Voteswithheld | |||||||
|---|---|---|---|---|---|---|---|---|
| # | % | # | % | |||||
| Alain Bouchard | **** | 463,638,401 | **** | 99.18% | **** | 3,841,169 | **** | 0.82% |
| Sophie Brochu | **** | 465,810,460 | **** | 99.64% | **** | 1,669,110 | **** | 0.36% |
| George A. Cope | **** | 467,141,656 | **** | 99.93% | **** | 337,914 | **** | 0.07% |
| Paule Doré | **** | 445,499,503 | **** | 95.30% | **** | 21,980,066 | **** | 4.70% |
| Richard B. Evans | **** | 465,836,074 | **** | 99.65% | **** | 1,643,496 | **** | 0.35% |
| Julie Godin | **** | 457,453,655 | **** | 97.86% | **** | 10,025,916 | **** | 2.14% |
| Serge Godin | **** | 457,416,789 | **** | 97.85% | **** | 10,062,881 | **** | 2.15% |
| Timothy J. Hearn | **** | 465,518,508 | **** | 99.58% | **** | 1,961,162 | **** | 0.42% |
| André Imbeau | **** | 458,576,952 | **** | 98.10% | **** | 8,902,718 | **** | 1.90% |
| Gilles Labbé | **** | 466,836,627 | **** | 99.86% | **** | 643,043 | **** | 0.14% |
| Michael B. Pedersen | **** | 467,138,764 | **** | 99.93% | **** | 340,906 | **** | 0.07% |
| Alison C. Reed | **** | 467,030,583 | **** | 99.90% | **** | 448,687 | **** | 0.10% |
| Michael E. Roach | **** | 459,826,320 | **** | 98.36% | **** | 7,657,350 | **** | 1.64% |
| George D. Schindler | **** | 465,281,346 | **** | 99.53% | **** | 2,202,324 | **** | 0.47% |
| Kathy N. Waller | **** | 466,567,301 | **** | 99.80% | **** | 916,369 | **** | 0.20% |
| Joakim Westh | **** | 459,893,310 | **** | 98.38% | **** | 7,590,360 | **** | 1.62% |
Appointment of the auditor
The resolution to appoint PricewaterhouseCoopers LLP as CGI’s auditor to hold office until the next annual meeting of shareholders or until its successor is appointed, and to authorize the Audit and Risk Management Committee to fix its remuneration, was adopted on a vote by show of hands by a majority of the votes cast by the shareholders present or represented by proxy. The proxies received by CGI for the appointment of the auditor were as follows:
| Votesfor | Voteswithheld | |||||||
|---|---|---|---|---|---|---|---|---|
| # | % | # | % | |||||
| Auditor | **** | 469,168,581 | **** | 99.80% | **** | 961,404 | **** | 0.20% |
Shareholder proposals
Proposal Number One – Disclosure of Voting Results by Class of Shares – Following a vote by way of show of hands, a shareholder proposal calling on CGI to disclose voting results by class of shares did not receive a majority of the votes cast by the shareholders present or represented by proxy, and was therefore not adopted. The proxies received by CGI in relation to the proposal were as follows:
| Votesfor | Votesagainst | |||||||
|---|---|---|---|---|---|---|---|---|
| # | % | # | % | |||||
| Proposal Number One | **** | 116,178,138 | **** | 24.85% | **** | 351,305,531 | **** | 75.15% |
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