6-K - RY - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or15d-16

under the Securities Exchange Act of 1934

For the month of April 2023

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>Associate 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>Associate 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 5, 2023	By:	/s/ Karen McCarthy
	Name:	Karen McCarthy
	Title:	Senior Vice-President,<br> <br>Associate General<br>Counsel &<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

Saskatoon, Saskatchewan – April 5, 2023 (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 5, 2023. 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/investorrelations; the website of our transfer agent, Computershare Trust Company of Canada, at www.envisionreports.com/RBC2023; SEDAR at sedar.com and EDGAR at sec.gov/edgar.shtml.

1.	Election of Directors

Each of the 12 nominees listed in the management proxy circular was elected as a director of the bank.

Nominee	Votes for	% for	Votes withheld	% withheld
Mirko Bibic	704,831,329	99.28%	5,086,950	0.72%
Andrew A. Chisholm	706,846,181	99.57%	3,072,394	0.43%
Jacynthe Côté	696,635,526	98.13%	13,283,049	1.87%
Toos N. Daruvala	706,252,450	99.48%	3,666,229	0.52%
Cynthia Devine	706,271,546	99.49%	3,647,133	0.51%
Roberta L. Jamieson	706,458,135	99.51%	3,460,544	0.49%
David McKay	706,853,081	99.57%	3,065,598	0.43%
Maryann Turcke	673,230,727	94.83%	36,687,952	5.17%
Thierry Vandal	699,440,462	98.52%	10,478,217	1.48%
Bridget A. van Kralingen	702,349,850	98.93%	7,568,829	1.07%
Frank Vettese	706,755,035	99.55%	3,163,644	0.45%
Jeffery Yabuki	704,318,026	99.21%	5,600,653	0.79%
2.	Appointment of Auditor
---	---

PricewaterhouseCoopers LLP was appointed as the auditor of the bank.

Votes for	% for	Votes withheld	% withheld
733,917,167	99.42%	4,268,233	0.58%
3.	Advisory vote on the bank’s approach to executive compensation
---	---
Votes for	% for	Votes against	% against
---	---	---	---
679,289,783	95.69%	30,628,485	4.31%
4.	Ordinary resolution to approve an amendment to the bank’s stock option plan to extend the exercise period ofstock options that expire during a blackout period or shortly thereafter
---	---
Votes for	% for	Votes against	% against
---	---	---	---
690,178,063	97.22%	19,740,020	2.78%
5.	Special resolution to approve an amendment to subsection 1.1.2 of by-law threeto increase the maximum aggregate consideration limit of first preferred shares and to modify such limit to only include first preferred shares outstanding at any given time
---	---
Votes for	% for	Votes against	% against
---	---	---	---
693,159,007	97.64%	16,759,277	2.36%
6.	Proposal No. 1: Pollution-intensive assets
---	---
Votes for	% for	Votes against	% against	Abstentions*
---	---	---	---	---
48,689,758	7.15%	632,269,412	92.85%	28,957,829
7.	Proposal No. 2: Free and prior informed consent of Indigenous peoples
---	---
Votes for	% for	Votes against	% against	Abstentions*
---	---	---	---	---
186,561,062	26.67%	512,861,962	73.33%	10,494,373
8.	Proposal No. 3: Racial equity audit
---	---
Votes for	% for	Votes against	% against	Abstentions*
---	---	---	---	---
289,783,595	42.24%	396,305,786	57.76%	23,827,244
9.	Proposal No. 4: Absolute greenhouse gas reduction goals
---	---
Votes for	% for	Votes against	% against	Abstentions*
---	---	---	---	---
115,130,922	17.17%	555,264,306	82.83%	39,521,236
10.	Proposal No. 5: Phase-out lending and underwriting of fossil fuelexploration and development
---	---
Votes for	% for	Votes against	% against	Abstentions*
---	---	---	---	---
45,647,133	6.76%	629,806,204	93.24%	34,444,523
11.	Proposal No. 6: Disclosure of the pay ratio
---	---
Votes for	% for	Votes against	% against	Abstentions*
---	---	---	---	---
87,847,034	12.98%	588,860,221	87.02%	33,209,788
12.	Proposal No. 7: Advisory vote on environmental policies
---	---
Votes for	% for	Votes against	% against	Abstentions*
---	---	---	---	---
126,137,067	18.76%	546,203,288	81.24%	37,577,774
13.	Proposal No. 8: Circular economy
---	---
Votes for	% for	Votes against	% against	Abstentions*
---	---	---	---	---
76,291,661	10.81%	629,655,054	89.19%	3,971,409

*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.