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 2021
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 27, 2021.
The following is filed herewith and incorporated herein:
| ExhibitNumber | Description |
|---|---|
| 99.1 | Report on voting results at the Registrant’s annual general meeting of shareholders held on January 27, 2021. |
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 27, 2021 | 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 27, 2021
The Annual General Meeting of Shareholders of CGI Inc. (“CGI”) was held in Montréal, Quebec, Canada, on Wednesday, January 27, 2021 at 11:00 a.m. via live audio webcast. 119,481 shareholders holding 170,926,192 Class A subordinate voting shares and 28,945,706 Class B shares (multiple voting) were present or represented by proxy at the meeting, representing approximately 88.95% of the total votes attached to all issued and outstanding shares as of the record date on December 7, 2020.
Election of directors
All 16 directors proposed for election at the Annual General Meeting of Shareholders were elected by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the election of directors were as follows:
| Votesfor | Voteswithheld | |||||||
|---|---|---|---|---|---|---|---|---|
| # | % | # | % | |||||
| Alain Bouchard | **** | 436,132,354 | **** | 95.08% | **** | 22,585,172 | **** | 4.92% |
| George A. Cope | **** | 455,514,087 | **** | 99.30% | **** | 3,203,439 | **** | 0.70% |
| Paule Doré | **** | 433,615,295 | **** | 94.53% | **** | 25,102,231 | **** | 5.47% |
| Julie Godin | **** | 448,873,665 | **** | 97.85% | **** | 9,843,861 | **** | 2.15% |
| Serge Godin | **** | 449,080,433 | **** | 97.90% | **** | 9,637,093 | **** | 2.10% |
| Timothy J. Hearn | **** | 445,114,174 | **** | 97.03% | **** | 13,603,352 | **** | 2.97% |
| André Imbeau | **** | 450,803,547 | **** | 98.27% | **** | 7,913,979 | **** | 1.73% |
| Gilles Labbé | **** | 456,227,487 | **** | 99.46% | **** | 2,490,039 | **** | 0.54% |
| Michael B. Pedersen | **** | 456,963,615 | **** | 99.62% | **** | 1,753,911 | **** | 0.38% |
| Stephen S. Poloz | **** | 457,312,907 | **** | 99.69% | **** | 1,404,619 | **** | 0.31% |
| Mary Powell | **** | 457,028,772 | **** | 99.63% | **** | 1,688,754 | **** | 0.37% |
| Alison C. Reed | **** | 456,977,460 | **** | 99.62% | **** | 1,740,066 | **** | 0.38% |
| Michael E. Roach | **** | 451,695,937 | **** | 98.47% | **** | 7,021,589 | **** | 1.53% |
| George D. Schindler | **** | 456,602,798 | **** | 99.54% | **** | 2,114,728 | **** | 0.46% |
| Kathy N. Waller | **** | 456,621,223 | **** | 99.54% | **** | 2,096,303 | **** | 0.46% |
| Joakim Westh | **** | 452,543,333 | **** | 98.65% | **** | 6,174,193 | **** | 1.35% |
- 2 -
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 by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the appointment of the auditor were as follows:
| Votesfor | Voteswithheld | |||||||
|---|---|---|---|---|---|---|---|---|
| # | % | # | % | |||||
| Auditor | **** | 459,761,112 | **** | 99.87% | **** | 615,592 | **** | 0.13% |
Ratification, confirmation and approval of amended and restated By-Law 1986-5 of CGI Inc.
The ordinary resolution ratifying, confirming and approving amended and restated By-Law 1986-5 of CGI was adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to the amendment to By-Law 1986-5 were as follows:
| Votesfor | Votesagainst | |||||||
|---|---|---|---|---|---|---|---|---|
| # | % | # | % | |||||
| Amendment to By-Law1986-5 | **** | 457,492,510 | **** | 99.37% | **** | 2,884,194 | **** | 0.63% |