Suncor Energy Inc 6-K, filed Apr 28, 2022

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

SUNCOR ENERGYINC.

(Name of registrant)

150 – 6th Avenue S.W.

P.O. Box 2844

Calgary, Alberta

Canada, T2P 3E3

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           x

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.

EXHIBIT INDEX

EXHIBIT 99.1

News Release dated April 28, 2022, Suncor Energy Responds to Elliott Investment Management

Exhibit 99.1

FOR IMMEDIATE RELEASE

Suncor Energy Responds to Elliott Investment Management

Calgary, Alberta (April 28, 2022) – Suncor (TSX: SU) (NYSE: SU) today issued the following statement in response to the letter it received this morning from Elliott Investment Management L.P. ("Elliott"):

The Suncor Board and management team have received the letter and materials from Elliott. Suncor appreciates the views of its shareholders and will take the time to carefully assess the recommendations and materials provided, with a view to enhancing shareholder and other stakeholder value. Suncor’s Board and management team looks forward to engaging with Elliott in due course to better understand their perspective.

We remain confident in the Company’s strategy for continued growth and will continue to execute our strategic plan and evaluate opportunities to enhance shareholder value.

Suncor Energy is Canada's leading integrated energy company. Suncor'soperations include oil sands development, production and upgrading, offshore oil and gas production, petroleum refining in Canada andthe U.S. and the company’s Petro-Canada retail and wholesale distribution networks, including Canada’s Electric Highway, acoast-to-coast network of fast-charging EV stations. Suncor is developing petroleum resources while advancing the transition to a low-emissionsfuture through investment in power, renewable fuels and hydrogen. Suncor also conducts energy trading activities focused principally onthe marketing and trading of crude oil, natural gas, byproducts, refined products and power. Suncor has been recognized for its performanceand transparent reporting on the Dow Jones Sustainability index, FTSE4Good and CDP. Suncor's common shares (symbol: SU) are listed onthe Toronto and New York stock exchanges.

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