TD 6-K, filed Apr 2, 2020, 0001279569-20-000462

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 of

the Securities Exchange Act of 1934

For the month of April, 2020.	Commission File Number: 001-14446
The Toronto-Dominion Bank
---
(Translation of registrant's name<br>into English)
c/o General Counsel’s Office
P.O. Box 1, Toronto Dominion Centre,
Toronto, Ontario, M5K 1A2
(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): ☐

EXHIBIT INDEX

Exhibit	Description
99.1	April 2, 2020 – Annual Meeting of Common Shareholders –<br>Voting Results

FORM 6-K

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.

	THE TORONTO-DOMINION BANK
DATE: April 2, 2020	By:	/s/ Caroline Cook
	Name:	Caroline Cook
	Title:	Associate Vice President, Legal

Exhibit 99.1

ANNUAL MEETING OF COMMON SHAREHOLDERS
OF THE TORONTO-DOMINION BANK
THURSDAY, APRIL 2, 2020 - 9:30<br> A.M. (Eastern)
VOTING RESULTS:
This report on the voting results of the 164th annual<br> meeting of common shareholders of The Toronto-Dominion Bank is made in accordance with section 11.3 of National Instrument<br> 51-102 Continuous Disclosure Obligations. Full details of the matters for shareholder action can be viewed by accessing the<br> Management Proxy Circular for the meeting at: https://www.td.com/document/PDF/investor/2020/E-2020-Proxy-Circular.pdf
The Directors of the Bank recommended that<br> Shareholders vote FOR<br> matters 1, 2<br> and 3 below:
1 .	Election of Directors
	Each of the thirteen (13) nominees listed in the Management<br> Proxy Circular were elected as directors of The Toronto-Dominion Bank.
	Nominee	Votes<br> For	%<br> Votes	Votes<br> Witheld	%<br> Votes
			For		Withheld
	Amy<br> W. Brinkley	928,189,093	99.5	5,047,887	0.5
	Brian<br> C. Ferguson	924,006,604	99.0	9,230,376	1.0
	Colleen<br> A. Goggins	928,399,802	99.5	4,836,122	0.5
	Jean-René<br> Halde	930,599,666	99.7	2,637,314	0.3
	David<br> E. Kepler	931,368,688	99.8	1,868,292	0.2
	Brian<br> M. Levitt	926,526,722	99.3	6,710,258	0.7
	Alan N. MacGibbon	931,577,387	99.8	1,659,593	0.2
	Karen E. Maidment	927,097,116	99.3	6,139,864	0.7
	Bharat B. Masrani	928,546,112	99.5	4,690,398	0.5
	Irene R. Miller	911,227,286	97.6	22,009,694	2.4
	Nadir<br> H. Mohamed	926,058,916	99.2	7,178,064	0.8
	Claude<br> Mongeau	931,683,352	99.8	1,553,628	0.2
	S.<br> Jane Rowe	931,766,134	99.8	1,470,846	0.2
2 .	Appointment of Auditor
	The auditor listed in the Management Proxy Circular<br> was appointed as auditor of The Toronto-Dominion Bank.
	Votes<br> For	%<br> Votes For	Votes<br> Withheld		%<br> Votes Withheld
	965,205,117	99.0	9,663,373		1.0
3 .	Advisory vote on the approach to<br> executive compensation
	Votes<br> For	%<br> Votes For	Votes<br> Against		%<br> Votes Against
	881,739,607	94.5	51,496,521		5.5
The Directors of the Bank recommended that Shareholders vote AGAINST matters 4, 5 and 6 below:
---	---	---	---	---
4 .	Shareholder Proposal A - Disclosure of the Equity Ratio
	Votes For	% Votes For	Votes Against	% Votes Against
	58,096,518	6.3	869,724,095	93.7
	Votes Abstained*
	5,415,866
5 .	Shareholder Proposal B - Diversity Target
	Votes For	% Votes For	Votes Against	% Votes Against
	65,828,394	7.1	861,924,112	92.9
	Votes Abstained*
	5,483,025
6 .	Shareholder Proposal C - Targets for Reduction of Greenhouse Gas Emissions via Underwriting and Lending Activities
	Votes For	% Votes For	Votes Against	% Votes Against
	159,694,658	17.8	737,779,328	82.2
	Votes Abstained*
	35,761,931
* 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 each shareholder proposal.
Anyone wishing additional information on the vote results may contact TD<br> Shareholder Relations at (416) 944-6367 or toll-free at 1-866-756-8936 or by email at tdshinfo@td.com.

Toronto Dominion Bank 6-K, filed Apr 2, 2020

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