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6-K

Thomson Reuters Corp /Can/ (TRI)

6-K 2020-06-04 For: 2020-06-04
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2020

Commission File Number: 1-31349

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

333 BayStreet, Suite 300

Toronto, Ontario M5H 2R2, Canada

(Address of principal executive office)

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.

THOMSON REUTERS CORPORATION<br><br><br>(Registrant)
By: /s/ Marc E. Gold
Name: Marc E. Gold
Title: Deputy Company Secretary

Date: June 4, 2020

EXHIBIT INDEX

Exhibit Number Description
99.1 News release dated June 4, 2020 – Thomson Reuters Announces Voting Results for Election of Directors
99.2 Report of Voting Results

EXHIBIT 99.1 - NEWS RELEASE

Exhibit 99.1

LOGO

LOGO

Thomson Reuters Announces Voting Results for Election of Directors

TORONTO, June 4, 2020 – Thomson Reuters (TSX / NYSE: TRI) today announced the voting results from the election of the company’s Board of Directors at its annual meeting of shareholders held virtually yesterday.

All 12 nominees were elected to the Thomson Reuters Board, and all of the nominees were previously directors of the company. Each director elected will continue to hold office until Thomson Reuters next annual meeting of shareholders, or until the director resigns or a successor is elected or appointed.

The results were as follows:

Nominee Votes For % Votes For Votes Withheld % Votes Withheld
David<br>Thomson 435,895,384 98.94% 4,662,432 1.06%
Steve<br>Hasker 437,303,286 99.26% 3,254,118 0.74%
Kirk E.<br>Arnold 433,610,790 98.42% 6,946,634 1.58%
David W.<br>Binet 411,656,085 93.44% 28,901,388 6.56%
W. Edmund Clark, C.M. 408,680,562 92.76% 31,876,724 7.24%
Michael E.<br>Daniels 418,211,730 94.93% 22,345,204 5.07%
Kirk<br>Koenigsbauer 440,068,651 99.89% 488,275 0.11%
Vance K.<br>Opperman 414,377,329 94.06% 26,179,585 5.94%
Kim M.<br>Rivera 439,755,753 99.82% 799,472 0.18%
Barry<br>Salzberg 427,554,657 97.05% 12,999,042 2.95%
Peter J.<br>Thomson 420,676,362 95.49% 19,877,501 4.51%
Wulf von Schimmelmann 433,009,133 98.29% 7,544,489 1.71%

Thomson Reuters thanks its two outgoing directors for their significant contributions to the company. Sheila Bair served on the Board since 2014 and was Chair of the Risk Committee and a member of the Audit Committee. Kristin Peck served on the Board since 2016 and was a member of the Corporate Governance Committee and Human Resources Committee. In connection with Ms. Bair’s retirement from the Board, Kirk Arnold was appointed as the new Chair of the Risk Committee.

For the other items of business at the annual meeting, shareholders re-appointed PricewaterhouseCoopers LLP as the company’s auditor, approved an advisory resolution on executive compensation and did not approve the shareholder proposal set out in the management proxy circular. A final report on voting results has been filed with the Canadian securities regulatory authorities and furnished to the U.S. Securities and Exchange Commission.

Thomson Reuters

Thomson Reuters is a leading provider of business information services. Our products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the world’s most global news service – Reuters. For more information on Thomson Reuters. For more information on Thomson Reuters, visit tr.com and for the latest world news, reuters.com.

CONTACTS
MEDIA<br> <br><br><br><br>David Crundwell<br> <br>Head of Corporate Affairs<br><br><br>+44 79 0989 8605<br> <br>david.crundwell@tr.com INVESTORS<br> <br><br><br><br>Frank J. Golden<br> <br>Head of Investor Relations<br><br><br>+1 646 223 5288<br> <br>frank.golden@tr.com

LOGO

EXHIBIT 99.2 - VOTING RESULTS

Exhibit 99.2

LOGO

Report of Voting Results for 2020 Annual Meeting of Shareholders

TORONTO, June 4, 2020 – Thomson Reuters Corporation (“Thomson Reuters”) today announced voting results for its annual meeting of shareholders held virtually on June 3, 2020. The matters set out below are described in greater detail in the management proxy circular dated April 17, 2020. The votes were conducted by ballot.

1. Election of Directors

12 nominees were elected to the Thomson Reuters board. Each director elected will continue to hold office until the next annual meeting of shareholders of Thomson Reuters or until the director resigns or a successor is elected or appointed.

Nominee Votes For % Votes For Votes Withheld % Votes Withheld
David<br>Thomson 435,895,384 98.94% 4,662,432 1.06%
Steve<br>Hasker 437,303,286 99.26% 3,254,118 0.74%
Kirk E.<br>Arnold 433,610,790 98.42% 6,946,634 1.58%
David W.<br>Binet 411,656,085 93.44% 28,901,388 6.56%
W. Edmund Clark,<br>C.M. 408,680,562 92.76% 31,876,724 7.24%
Michael E.<br>Daniels 418,211,730 94.93% 22,345,204 5.07%
Kirk<br>Koenigsbauer 440,068,651 99.89% 488,275 0.11%
Vance K.<br>Opperman 414,377,329 94.06% 26,179,585 5.94%
Kim M.<br>Rivera 439,755,753 99.82% 799,472 0.18%
Barry<br>Salzberg 427,554,657 97.05% 12,999,042 2.95%
Peter J.<br>Thomson 420,676,362 95.49% 19,877,501 4.51%
Wulf von<br>Schimmelmann 433,009,133 98.29% 7,544,489 1.71%
2. Appointment of Auditor
--- ---

PricewaterhouseCoopers LLP was appointed as auditor of Thomson Reuters to hold office until the next annual meeting of shareholders and the directors were authorized to fix their remuneration.

Votes For % Votes For Votes Withheld % Votes Withheld
447,803,557 99.79% 935,072 0.21%
3. Advisory Resolution on Executive Compensation
--- ---

The advisory resolution accepting Thomson Reuters approach to executive compensation described in the management proxy circular was approved.

Votes For % Votes For Votes Against % Votes Against
425,134,754 96.50% 15,420,606 3.50%
4. Shareholder proposal
--- ---

The shareholder proposal set out in Appendix B of the management proxy circular was not approved.

Votes For % Votes For Votes Against % Votes Against Votes Abstained*
33,278,242 7.56% 406,953,841 92.44% 322,728

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