Imperial Oil Ltd 8-K, filed May 4, 2022
Imperial Oil Ltd (IMO)
About this 8-K
Imperial Oil Ltd filed this 8-K on May 4, 2022, reporting on events of May 3, 2022.
Items reported
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
At the annual meeting of shareholders on May 3, 2022, each of the seven nominees proposed as directors of Imperial Oil Limited (the “Company”) were elected to hold office until the close of the next annual meeting. The votes for the directors were:
D.W. Cornhill 540,497,248 shares for and 61,434,933 shares withheld,
B.W. Corson 586,247,361 shares for and 15,684,820 shares withheld,
M.R. Crocker 577,063,393 shares for and 24,868,788 shares withheld,
K.T. Hoeg 590,765,513 shares for and 11,166,118 shares withheld,
M.C. Hubbs 596,301,725 shares for and 5,630,456 shares withheld,
J.M. Mintz 580,745,526 shares for and 21,186,655 shares withheld, and
D.S. Sutherland 586,743,639 shares for and 15,188,158 shares withheld.
At the same annual meeting of shareholders, PricewaterhouseCoopers LLP was reappointed as the auditor of the Company and the shareholder proposal set out in the Company’s management proxy circular was defeated. The votes for the auditor reappointment and the shareholder proposal were:
the auditor was reappointed by a vote of 597,750,173 shares for and 8,627,344 shares withheld; and
the shareholder proposal requesting the adoption of a policy to cease oil and gas exploration and developments was defeated by a vote of 593,019,590 against and 8,908,961 for.
| Item 7.01 | Regulation FD Disclosure |
On May 3, 2022, Imperial Oil Limited (the “company”) by means of a press release announced the voting results for the election of directors displayed in accordance with Canadian requirements. A copy of the press release is attached as Exhibit 99.1 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| The following exhibit is furnished as part of this report on Form 8-K: |
| 99.1 |
News release of the company on May 3, 2022 announcing the voting results for the election of directors in accordance with Canadian requirements. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 hereunto duly authorized.
| IMPERIAL OIL LIMITED | ||||||||
| Date: May 3, 2022 | ||||||||
| By: | /s/ Ian Laing | |||||||
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| Name: | Ian Laing | |||||||
| Title: | Vice-president, general counsel and | |||||||
| corporate secretary | ||||||||
| By: | /s/ Cathryn Walker | |||||||
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| Name: | Cathryn Walker | |||||||
| Title: | Assistant corporate secretary | |||||||
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Exhibit 99.1
Imperial reports voting results for election of directors
Calgary, AB – May 3, 2022 – Imperial Oil Limited (TSE: IMO, NYSE American: IMO) announced at its annual meeting of shareholders held on May 3, 2022, that each of the seven nominees proposed as directors of the company and listed in its management proxy circular dated March 16, 2022 were elected as directors. A total of 606,381,191 shares (90.62 percent of outstanding common shares) were represented in person or by proxy. The percentage of shares represented at the meeting that were voted to elect the individual directors are set out below:
| Nominee: | For: | Withheld: | ||||||||
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D.W. (David) Cornhill |
540,497,248 | 61,434,933 | |||||||
| B.W. (Bradley) Corson |
586,247,361 | 15,684,820 | ||||||||
| M.R. (Matthew) Crocker |
577,063,393 | 24,868,788 | ||||||||
| K.T. (Krystyna) Hoeg |
590,765,513 | 11,166,118 | ||||||||
| M.C. (Miranda) Hubbs |
596,301,725 | 5,630,456 | ||||||||
| J.M. (Jack) Mintz |
580,745,526 | 21,186,655 | ||||||||
| D.S. (David) Sutherland |
586,743,639 | 15,188,158 | ||||||||
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For further information:
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Source: Imperial
After more than a century, Imperial continues to be an industry leader in applying technology and innovation to responsibly develop Canada’s energy resources. As Canada’s largest petroleum refiner, a major producer of crude oil, a key petrochemical producer and a leading fuels marketer from coast to coast, our company remains committed to high standards across all areas of our business.
