RY 6-K
Royal Bank Of Canada (RY)
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 April 2026
Commission File Number: 001-13928
Royal Bank of Canada
(Translation of registrant’s name into English)
| 200 Bay Street Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Attention: Senior Vice-President, Deputy General Counsel & Corporate Secretary |
1 Place Ville Marie Montreal, Quebec Canada H3B 3A9 Attention: Senior Vice-President, Deputy General Counsel & Corporate 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 9, 2026 | By: | /s/ Jessica Clinton | ||||
| Name: | Jessica Clinton | |||||
| Title: | Senior Vice-President, Deputy General Counsel & Corporate Secretary | |||||
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Royal Bank of Canada – Report of Voting Results | |
Exhibit 99.1
ROYAL BANK OF CANADA
Annual Meeting of Common Shareholders
Toronto, Ontario – April 9, 2026 (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 meeting of common shareholders of Royal Bank of Canada (the “bank”) held on April 9, 2026. 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/RBC2026; 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 Bibic |
703,713,924 | 98.92% | 7,664,724 | 1.08% | ||||
| Andrew A. Chisholm |
702,869,082 | 98.80% | 8,509,487 | 1.20% | ||||
| Jacynthe Côté |
694,809,114 | 97.67% | 16,569,404 | 2.33% | ||||
| Toos N. Daruvala |
704,234,858 | 99.00% | 7,143,740 | 1.00% | ||||
| Cynthia Devine |
701,334,165 | 98.59% | 10,044,433 | 1.41% | ||||
| Roberta L. Jamieson |
704,016,336 | 98.97% | 7,362,261 | 1.03% | ||||
| David McKay |
708,199,754 | 99.55% | 3,178,844 | 0.45% | ||||
| Amanda Norton |
708,542,126 | 99.60% | 2,831,437 | 0.40% | ||||
| Barry Perry |
708,759,905 | 99.63% | 2,618,693 | 0.37% | ||||
| Maryann Turcke |
696,808,654 | 97.95% | 14,569,944 | 2.05% | ||||
| Thierry Vandal |
702,577,187 | 98.76% | 8,801,410 | 1.24% | ||||
| Frank Vettese |
708,665,298 | 99.62% | 2,712,299 | 0.38% | ||||
| Jeffery Yabuki |
706,982,575 | 99.38% | 4,395,023 | 0.62% | ||||
| 2. | Appointment of Auditor |
PricewaterhouseCoopers LLP was appointed as the auditor of the bank
| Votes for | % for | Votes withheld | % withheld | |||||
| 732,757,158 | 99.26% | 5,429,752 | 0.74% | |||||
| 3. | Advisory vote on the bank’s approach to executive compensation |
| Votes for | % for | Votes against | % against | |||||
| 690,381,240 | 97.05% | 20,992,753 | 2.95% | |||||
| 4. | Proposal 1: Strengthening shareholder participation in Annual General Meetings (AGMs) |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
8,296,490 |
1.17% | 700,251,779 | 98.83% | 2,822,223 | ||||
| 5. | Proposal 2: Youth inclusion in bodies of the Bank |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
12,927,960 |
1.82% | 695,790,495 | 98.18% | 2,656,291 | ||||
| 6. | Proposal 3: A responsible, performance-based compensation policy |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
49,771,059 |
7.03% | 658,231,729 | 92.97% | 3,370,671 | ||||
| 7. | Proposal 4: Strategic diversification of skills within the Board of Directors |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
68,822,071 |
9.72% | 639,180,713 | 90.28% | 3,371,332 | ||||
| 8. | Proposal 5: Formal recognition of the systemic role of the Board of Directors |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
53,297,109 |
7.57% | 650,655,360 | 92.43% | 7,421,481 | ||||
| 9. | Proposal 6: Fighting against forced labour and child labour in loan and investment portfolios |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
161,582,750 |
22.81% | 546,881,674 | 77.19% | 2,909,690 | ||||
| 10. | Proposal 7: Regulating AI to put humans first |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
178,286,616 |
25.16% | 530,251,776 | 74.84% | 2,835,688 | ||||
| 11. | Proposal 8: Public disclosure of non-confidential information, country-by-country reporting, pay ratios and tax havens |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
62,220,214 |
8.79% | 645,901,272 | 91.21% | 3,252,491 | ||||
| 12. | Proposal 9: Advisory vote on environmental policies |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
109,160,927 |
16.19% | 565,185,293 | 83.81% | 37,027,791 | ||||
| 13. | Proposal 10: Circular economy |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
86,573,547 |
12.23% | 621,191,796 | 87.77% | 3,608,767 | ||||
| 14. | Proposal 11: In-person shareholder meetings |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
114,407,850 |
16.17% | 593,110,295 | 83.83% | 3,855,975 | ||||
*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.