6-K
Hydro One Ltd (HRNNF)
SECURITIES AND EXCHANGECOMMISSION
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 2025
Commission File Number: 333-225519-01
HYDRO ONE LIMITED
(Translation of Registrant’s name into English)
483 Bay Street, South Tower, 8th Floor, Toronto Ontario M5G 2P5 Canada
(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 ☒
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.
| HYDRO ONE LIMITED |
|---|
| /s/ Cassidy McFarlane |
| Name: Cassidy McFarlane |
| Title: General Counsel |
| Date: June 25, 2025 |
EXHIBIT INDEX
| 99.1 | Press Release dated June 24, 2025 |
|---|---|
| 99.2 | Report of Voting Results dated June 24, 2025 |
| 99.3 | Certificate of Amendment dated June 24, 2025 |
| 99.4 | Waiver and Acknowledgement dated June 18, 2025 |
EX-99.1
Exhibit 99.1
Hydro One Limited Announces Election of Directors
TORONTO, June 24, 2025 – Hydro One Limited (Hydro One) (TSX: H), announced today that the nine nominees listed in its Management Information Circular, dated April 28, 2025, have been elected as directors at the Annual and Special Meeting of Shareholders held earlier today.
A total of 504,530,595 shares representing 84.12% of Hydro One’s issued and outstanding common shares were voted in connection with the meeting.
The detailed voting results for the director elections are outlined below.
| Director | Votes For<br><br><br>(Percent) | Votes Withheld(Percent) | ||
|---|---|---|---|---|
| David Hay | 99.46% | 0.54% | ||
| David Lebeter | 99.87% | 0.13% | ||
| Stacey Mowbray | 99.82% | 0.18% | ||
| Mitch Panciuk | 99.71% | 0.29% | ||
| Mark Podlasly | 99.87% | 0.13% | ||
| Helga Reidel | 99.73% | 0.27% | ||
| Melissa Sonberg | 99.28% | 0.72% | ||
| Brian Vaasjo | 99.20% | 0.80% | ||
| Susan Wolburgh Jenah | 97.75% | 2.25% |
Additionally, all other matters voted on at the Annual and Special Meeting of Shareholders were approved. Final voting results on all matters voted on at the Annual and Special Meeting of Shareholders will be available shortly at https://www.hydroone.com/about/corporate-information/governance/annual-shareholder-meeting-materials and will be filed with Canadian and U.S. securities regulators.
Hydro One Limited (TSX: H)
Hydro One Limited, through its wholly-owned subsidiaries, is Ontario’s largest electricity transmission and distribution provider with 1.5 million valued customers, $36.7 billion in assets as at December 31, 2024, and annual revenues in 2024 of $8.5 billion.
Our team of 10,100 skilled and dedicated employees proudly build and maintain a safe and reliable electricity system which is essential to supporting strong and successful communities. In 2024, Hydro One invested $3.1 billion in its transmission and distribution networks, and supported the economy through buying $2.9 billion of goods and services.
We are committed to the communities where we live and work through community investment, sustainability and diversity initiatives.
Hydro One Limited’s common shares are listed on the TSX and certain of Hydro One Inc.’s medium term notes are listed on the NYSE. Additional information can be accessed at www.hydroone.com, www.sedarplus.com or www.sec.gov.
For more information about Hydro One, please visit www.hydroone.com where you can find additional information including links to securities filings, historical financial reports, and information about the Company’s governance practices, corporate social responsibility, customer solutions, and further information about its business.
Forward-Looking Statements and Information:
This press release may contain “forward-looking information” within the meaning of applicable Canadian securities laws and “forward-looking statements” within the meaning of applicable U.S. securities laws (collectively, “forward-looking information”). Statements containing forward-looking information are made pursuant to the “safe harbour” provisions of applicable Canadian and U.S. securities laws. Words such as “expect”, “anticipate”, “intend”, “attempt”, “may”, “plan”, “will”, “can”, “believe”, “seek”, “estimate”, and variations of such words and similar expressions are intended to identify such forward-looking information. These statements are not guarantees of future performance or actions and involve assumptions and risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, implied or forecasted in such forward-looking information. Some of the factors that could cause actual results or outcomes to differ materially from the results expressed, implied or forecasted by such forward-looking information, including some of the assumptions used in making such statements, are discussed more fully in Hydro One’s filings with the securities regulatory authorities in Canada, which are available on SEDAR+ at www.sedarplus.com. Hydro One does not intend, and it disclaims any obligation, to update any forward-looking information, except as required by law.
For further information, please contact:
Investors: Investor.Relations@HydroOne.com, 416-345-5943 ****
Media: Media.Relations@HydroOne.com, 1-877-506-7584 (toll free in Ontario) or 416-345-6868
EX-99.2
Exhibit 99.2
Hydro One Limited
ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
Toronto, Ontario
June 24, 2025
REPORT OF VOTING RESULTS
Prepared in accordance with Section 11.3 of
National Instrument 51-102 Continuous Disclosure Obligations
The following matters were voted on at the annual and special meeting of shareholders (the “Meeting”) of Hydro One Limited (the “Company”) held via a hybrid format on June 24, 2025. Each of the matters set out below is described in greater detail in the management information circular of the Company prepared in connection with the Meeting, which can be found at https://www.hydroone.com/abouthydroone/CorporateInformation/Documents/AGM-2025-MIC.pdf
| 1. | Amendment to the Articles of Incorporation |
|---|
The special resolution authorizing an amendment to the articles of incorporation of the Company (as amended) (the articles) to reduce the minimum size of the board of directors required by the articles, as described in the management information circular, was approved.
| Votes For | Votes Against | ||
|---|---|---|---|
| # | % | # | % |
| 503,902,763 | 99.96% | 185,730 | 0.04% |
| 2. | Election of Directors | ||
| --- | --- |
Each of the 9 director nominees proposed for election was elected as a director of the Company to serve until the next annual meeting of shareholders or until their respective successors are elected or appointed.
| Director | Votes For | Votes Withheld | ||
|---|---|---|---|---|
| # | % | # | % | |
| David Hay | 501,385,950 | 99.46% | 2,703,743 | 0.54% |
| David Lebeter | 503,417,062 | 99.87% | 672,631 | 0.13% |
| Stacey Mowbray | 503,181,248 | 99.82% | 908,445 | 0.18% |
| Mitch Panciuk | 502,628,702 | 99.71% | 1,460,991 | 0.29% |
| Mark Podlasly | 503,426,344 | 99.87% | 663,349 | 0.13% |
| Helga Reidel | 502,705,698 | 99.73% | 1,383,995 | 0.27% |
| Melissa Sonberg | 500,476,428 | 99.28% | 3,613,264 | 0.72% |
| Brian Vaasjo | 500,066,069 | 99.20% | 4,023,300 | 0.80% |
| Susan Wolburgh Jenah | 492,727,344 | 97.75% | 11,361,965 | 2.25% |
| 3. | Appointment of External Auditors | |||
| --- | --- |
KPMG LLP was appointed as the Company’s external auditors for the ensuing year and the directors were authorized to fix their remuneration.
| Votes For | Votes Withheld | ||
|---|---|---|---|
| # | % | # | % |
| 502,020,299 | 99.50% | 2,510,296 | 0.50% |
| 4. | Advisory Resolution on Approach to Executive Compensation | ||
| --- | --- |
The advisory resolution on the Company’s approach to executive compensation was approved.
| Votes For | Votes Against | ||
|---|---|---|---|
| # | % | # | % |
| 498,934,066 | 98.98% | 5,155,627 | 1.02% |
DATED this 24^th^ day of June, 2025.
| HYDRO ONE LIMITED | |
|---|---|
| /s/ Cassidy McFarlane | |
| Name: | Cassidy McFarlane |
| Title: | General Counsel |
[Report of Voting Results (2025 AGM) – Hydro One Limited]
EX-99.3
Exhibit 99.3
| Ministry of Public and<br><br><br>Business Service Delivery<br><br><br>Ministère des Services au public et<br><br><br>aux entreprises | |
|---|---|
| Certificate of Amendment | Certificat de modification |
| --- | --- |
| Business Corporations Act | Loi sur les sociétés par actions |
HYDRO ONE LIMITED
Corporation Name / Dénomination sociale
1941138
Ontario Corporation Number / Numéro de société de l’Ontario
| This is to certify that these articles are effective on | La présente vise à attester que ces statuts entreront en vigueur le |
|---|
June 24, 2025 / 24 juin 2025
Director / Directeur
Business Corporations Act / Loi sur les sociétés par actions
| The Certificate of Amendment is not complete without the Articles of Amendment | Ce certificat de modification n’est pas complet s’il ne contient pas les statuts de modification |
|---|---|
| Certified a true copy of the record of the Ministry of Public and<br>Business Service Delivery. | Copie certifiée conforme du dossier du ministère des<br>Services au public et aux entreprises. |
| Director/Registrar | Directeur ou registrateur |
BCA - Articles of Amendment - HYDRO ONE LIMITED - OCN:1941138 - June 24, 2025
| Ministry of Public and<br><br><br>Business Service Delivery |
|---|
Articles of Amendment
Business Corporations Act
Corporation Name (Date ofIncorporation/Amalgamation)
HYDRO ONE LIMITED (August 31, 2015)
1. The name of the corporation is changed to:
Not amended
- The number of directors or the minimum/maximum number of directors are amended as follows:
| Minimum/Maximum | Min 8 / Max 15 |
|---|
3. The articles are amended as follows:
A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise. If none, enter “None”:
Not amended
B. The classes and any maximum number of sharesthat the corporation is authorized to issue:
Not amended
C. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors’ authority with respect to any class ofshares which may be issued in series. If there is only one class of shares, enter “Not Applicable”:
Not amended
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 1 of 2
BCA - Articles of Amendment - HYDRO ONE LIMITED - OCN:1941138 - June 24, 2025
D. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are asfollows. If none, enter “None”:
Not amended
E. Other provisions:
Not amended
4. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act.
5. The resolution authorizing the amendment was approved by the shareholders/directors (as applicable) of the corporation on:
June 24, 2025
The articles have been properly executedby the required person(s).
The endorsed Articles of Amendment are not complete without the Certificate of Amendment.
Certified a true copy of the record of the Ministry of Public and Business Service Delivery.
Director/Registrar, Ministry of Public and Business Service Delivery
Page 2 of 2
EX-99.4
Exhibit 99.4
WAIVER AND ACKNOWLEDGEMENT
| FROM: | HIS MAJESTY THE KING IN RIGHT OF ONTARIO (the “Province”), as represented by the Minister of Energy and Mines |
|---|---|
| TO: | HYDRO ONE LIMITED (“Hydro One”) |
| DATE: | JUNE 18, 2025 |
Reference is made to the Governance Agreement made as of the 5^th^ day of November, 2015 between Hydro One and the Province (the “Governance Agreement”). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Governance Agreement.
The Province hereby waives the requirements of Section 3.1.1 of the Governance Agreement that provides (i) that Hydro One’s Articles at all times provide for a minimum of 10 and a maximum of 15 directors; and, (ii) solely in respect of the 2025 annual meeting of shareholders of Hydro One, that the number of directors shall be a minimum of 10 (provided that the number of directors nominated for election at such meeting will be at least nine).
The Province hereby acknowledges that it is nominating individuals representing less than 40% of the number of directors to be elected at the 2025 annual meeting of shareholders of Hydro One, it being understood that, if an individual is identified as a nominee by the Province following such meeting and accepted, all in compliance with the terms and conditions of the Governance Agreement, that individual will be appointed to the Board within a reasonable period.
This Waiver and Acknowledgement may be signed electronically and in counterparts and each such counterpart shall constitute an original document and such counterparts, taken together, shall constitute one and the same instrument.
[ Signature Page Follows ]
| HIS MAJESTY THE KING IN RIGHT OF ONTARIO, AS REPRESENTED BY THE MINISTER OF ENERGY AND MINES | |
|---|---|
| By: | “Stephen Lecce” |
| Name: The Honourable Stephen Lecce | |
| Title: Minister of Energy and Mines |
ACKNOWLEDGED AND AGREED
| HYDRO ONE LIMITED | |
|---|---|
| By: | “David Lebeter” |
| Name: David Lebeter | |
| Title: President and Chief Executive Officer |
[Signature Page to Waiver and Acknowledgement]