Rogers Communications Inc 6-K, filed Oct 22, 2021
Rogers Communications Inc (RCI)
About this 6-K
Rogers Communications Inc filed this 6-K on October 22, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 October, 2021
Commission File Number 001-10805
ROGERS COMMUNICATIONS INC.
(Translation of registrant’s name into English)
333 Bloor Street East
10th Floor
Toronto, Ontario M4W 1G9
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 ☑
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):
Yes ☐ No ☑
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):
Yes ☐ No ☑
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.
| ROGERS COMMUNICATIONS INC. | ||||
| By: | /s/ “Lisa Damiani” | |||
| Name: | Lisa Damiani | |||
| Title: | Chief Legal and Regulatory Officer and Secretary | |||
Date: October 22, 2021
Exhibit Index
| Exhibit Number |
Description of Document | |
| 99.1 | News Release dated October 21, 2021 – John A. MacDonald becomes Chairman of the Board of Directors of Rogers Communications Inc. | |
| 99.2 | News Release dated October 22, 2021 – A statement on behalf of Rogers Communications Inc. | |
Exhibit 99.1
John A. MacDonald becomes Chairman of the Board of Directors of Rogers Communications Inc.
Toronto, October 21, 2021—Rogers today announced that John A. MacDonald has assumed the role of Chairman of the Board of Directors of Rogers Communications Inc.
“This has been a challenging time for the Corporation and I want to reaffirm on behalf of the majority of the Board our support for and total confidence in the management team and CEO of Rogers Communications,” said John A. MacDonald.
Edward Rogers has moved from the role of Chairman effective today and will remain on the Board as a Company director. John A. MacDonald has been a member of the Rogers Board of Directors since 2012 and holds the role of Lead Director and Chair of the Corporate Governance Committee.
About Rogers
Rogers is a proud Canadian company dedicated to making more possible for Canadians each and every day. Our founder, Ted Rogers, purchased his first radio station, CHFI, in 1960. We have grown to become a leading technology and media company that strives to provide the very best in wireless, residential, sports, and media to Canadians and Canadian businesses. Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). If you want to find out more about us, visit about.rogers.com.
For more information
media@rci.rogers.com
1-844-226-1338
Exhibit 99.2
A statement on behalf of Rogers Communications Inc.
Toronto, October 22, 2021- Rogers Communications is responding to last night’s announcement by the Company’s former Chairman Edward Rogers that he intends to remove the majority of the independent directors of Rogers Communications Inc. and replace them with nominees of the Rogers Control Trust through a written resolution without convening a meeting of shareholders. The Company is not aware of this mechanism ever having been utilized in respect of a public company in Canada.
Directors of public companies are invariably removed at meetings of shareholders that are convened after proper notice and disclosure has been provided to all shareholders, and they have had an opportunity to consider the information and make an informed decision. This process generally takes several months or happens at the company’s annual meeting. The Company is concerned that its controlling shareholder, the Rogers Control Trust, would seek to make such a fundamental change to the Company’s independent governance framework in this unprecedented manner.
At this time, the Company has not received any documentation or resolution from Mr. Rogers or the Rogers Control Trust with respect to this matter. If and when received, the Company will consult with its counsel regarding the legality of this course of action.
The Company’s CEO, Joe Natale, and management team remain steadfast in their commitment to driving the performance of the business and executing on the proposed merger with Shaw.
About Rogers
Rogers is a proud Canadian company dedicated to making more possible for Canadians each and every day. Our founder, Ted Rogers, purchased his first radio station, CHFI, in 1960. We have grown to become a leading technology and media company that strives to provide the very best in wireless, residential, sports, and media to Canadians and Canadian businesses. Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). If you want to find out more about us, visit about.rogers.com.
For more information:
media@rci.rogers.com
1-844-226-1338