RY 6-K 2025 - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report ofForeign Private Issuer Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of April 2025

Commission File Number:001-13928

Royal Bank of Canada

(Translation of registrant’s name into English)

200 Bay Street<br><br><br>Royal Bank Plaza<br> <br>Toronto,Ontario<br> <br>Canada M5J 2J5<br><br><br>Attention: Senior Vice-President,<br><br><br>Deputy General Counsel<br><br><br>& Secretary	1 Place Ville Marie<br><br><br>Montreal, Quebec<br> <br>CanadaH3B 3A9<br> <br>Attention: Senior Vice-President,<br><br><br>Deputy General Counsel<br><br><br>& Secretary

(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): ☐

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): ☐

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.

	ROYAL BANK OF CANADA
Date: April 10, 2025	By:	/s/ Karen McCarthy
	Name:	Karen McCarthy
	Title:	Senior Vice-President, Deputy<br> <br>General Counsel<br>& Corporate<br> <br>Secretary

EXHIBIT INDEX

Exhibit		Description of Exhibit
99.1		Royal Bank of Canada – Report of Voting Results

EX-99.1

Exhibit 99.1

ROYAL BANK OF CANADA

Annual and SpecialMeeting of Common Shareholders

Toronto, Ontario – April 10, 2025 (Hybrid Meeting)

REPORT OF VOTING RESULTS

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 common shareholders of Royal Bank of Canada (the “bank”) held on April 10, 2025. Full details of these matters are set out in the management proxy circular issued in connection with this meeting, which is available on our website at rbc.com/annualmeetings; the website of our transfer agent, Computershare Trust Company of Canada, at www.envisionreports.com/RBC2025; SEDAR+ at www.sedarplus.com and EDGAR at www.sec.gov.

1.	Election of Directors

Each of the 13 nominees listed in the management proxy circular was elected as a director of the bank.

Nominee		Votes for	% for	Votes withheld	% withheld
Mirko<br>Bibic		708,628,738	98.93%	7,661,141	1.07%
Andrew A. Chisholm		708,871,578	98.96%	7,418,301	1.04%
Jacynthe<br>Côté		706,889,160	98.69%	9,400,719	1.31%
Toos N. Daruvala		707,209,694	98.73%	9,082,025	1.27%
Cynthia<br>Devine		710,134,321	99.14%	6,157,398	0.86%
Roberta L. Jamieson		709,676,375	99.07%	6,643,303	0.93%
David<br>McKay		714,255,770	99.71%	2,063,969	0.29%
Amanda Norton		709,161,751	99.00%	7,129,968	1.00%
Barry<br>Perry		709,607,879	99.07%	6,683,840	0.93%
Maryann Turcke		704,936,170	98.41%	11,355,549	1.59%
Thierry<br>Vandal		696,312,731	97.21%	20,007,108	2.79%
Frank<br>Vettese		709,275,310	99.02%	7,016,470	0.98%
Jeffery<br>Yabuki		708,427,395	98.90%	7,864,386	1.10%
2.	Appointment of Auditor
---	---

PricewaterhouseCoopers LLP was appointed as the auditor of the bank.

Votes for	% for	Votes withheld	% withheld
737,333,238	99.26%	5,525,071	0.74%
3.	Advisory vote on the bank’s approach to executive compensation
---	---
Votes for	% for	Votes against	% against
---	---	---	---
671,553,056	93.77%	44,617,843	6.23%
4.	Ordinary resolution to approve certain amendments to the Bank’s stock option plan, as described in the managementproxy circular dated February 11, 2025*
---	---
Votes for	% for	Votes against	% against
---	---	---	---
700,734,819	97.86%	15,324,477	2.14%
5.	Special resolution to approve an amendment to subsection 1.1 of by-law two– Maximum board compensation.
---	---
Votes for	% for	Votes against	% against
---	---	---	---
708,558,237	98.92%	7,769,741	1.08%
6.	Proposal 1: Disclosure of enhanced information on internal pay metrics
---	---
Votes for	% for	Votes against	% against	Abstentions**
---	---	---	---	---
78,826,453	11.53%	604,786,048	88.47%	32,702,570
7.	Proposal 2: Fighting against forced labour and child labour in loan portfolios
---	---
Votes for	% for	Votes against	% against	Abstentions**
---	---	---	---	---
180,803,590	25.35%	532,304,095	74.65%	3,211,870
8.	Proposal 3: Advanced generative AI systems and Code of Conduct
---	---
Votes for	% for	Votes against	% against	Abstentions**
---	---	---	---	---
101,949,009	14.29%	611,331,871	85.71%	3,040,093
9.	Proposal 4: Disclosure of languages mastered by employees
---	---
Votes for	% for	Votes against	% against	Abstentions**
---	---	---	---	---
7,426,599	1.04%	705,945,618	98.96%	2,948,858
10.	Proposal 5: Advisory vote on environmental policies
---	---
Votes for	% for	Votes against	% against	Abstentions**
---	---	---	---	---
111,573,464	16.48%	565,514,756	83.52%	39,232,209
11.	Proposal 6: Disclosure ofcountry-by-country tax reporting
---	---
Votes for	% for	Votes against	% against	Abstentions**
---	---	---	---	---
73,515,921	10.31%	639,241,489	89.69%	3,556,916
12.	Proposal 7: Circular economy
---	---
Votes for	% for	Votes against	% against	Abstentions**
---	---	---	---	---
95,673,094	13.41%	617,605,245	86.59%	3,038,426
13.	Proposal 8: In-person shareholder meetings
---	---
Votes for	% for	Votes against	% against	Abstentions**
---	---	---	---	---
342,948,439	48.14%	369,400,689	51.86%	3,967,287

* Represents approval by disinterested shareholders.

**An abstention is counted as present for quorum purposes but is not counted as a vote cast in determining whether the requisite majority of votes cast has approved the proposal.