Tc Energy Corp 6-K, filed Jun 5, 2024
Tc Energy Corp (TRP)
6-K
2024-06-05
For: 2024-06-04
View Original
Added on
April 05, 2026
About this 6-K
Tc Energy Corp filed this 6-K on June 5, 2024.
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 June 2024
Commission File No. 1-31690
TC Energy Corporation
(Translation of Registrant's Name into English)
450 – 1 Street S.W., Calgary, Alberta, T2P 5H1, Canada
(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 ☑
Exhibit 99.1 to this report, furnished on Form 6-K, is furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act of 1933, as amended.
| EXHIBIT INDEX | ||
| 99.1 | |||||
| 99.2 | |||||
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.
Date: June 4, 2024
| TC ENERGY CORPORATION | ||||||||
| By: | /s/ Christine R. Johnston | |||||||
| Christine R. Johnston | ||||||||
| Vice-President, Law and Corporate Secretary | ||||||||
NewsRelease TC Energy shareholders approve spinoff of South Bow and elect Board of Directors at the 2024 annual and special meeting CALGARY, Alberta – June 4, 2024 – News Release – TC Energy Corporation (TSX, NYSE: TRP) (TC Energy or the Company) is pleased to announce today that its shareholders voted to approve the spinoff of the Company’s Liquids Pipelines business and elected TC Energy’s Board of Directors at its 2024 annual and special meeting of shareholders. TC Energy shareholders voted in favour of the Arrangement Resolution, pursuant to which, among other things, TC Energy shareholders will receive one new common share of TC Energy and 0.2 of a common share in a new public company named South Bow Corporation (South Bow), in exchange for each common share of TC Energy held. “Today, our shareholders have affirmed their support of our Board and management team’s vision for the futures of TC Energy and South Bow,” said François Poirier, President and CEO of TC Energy. “This is an important milestone as we continue to move forward with our plan to separate into two highly focused, premier energy infrastructure companies. Through this separation, both companies will continue to deliver shareholder value in the form of compelling dividends, while focusing on meeting the growing demand for all forms of secure, affordable and sustainable energy in North America and around the globe.” This critical vote enables TC Energy and South Bow to continue moving forward with their anticipated separation, which is expected to occur in late-third quarter to mid-fourth quarter of 2024. TC Energy's Board of Directors and management team are confident the proposed separation will enhance long-term value for TC Energy shareholders by creating two independent, investment-grade, publicly listed companies. Each company will be structured to reflect differentiated value propositions and the ability to pursue and achieve greater success than a combined entity by executing tailored strategies targeted to distinct customer sets. “I thank our shareholders for supporting South Bow’s progress in becoming a standalone company,” said Bevin Wirzba, Intended President and Chief Executive Officer of South Bow. “With our strategic franchise corridor, South Bow is positioned to deliver a compelling shareholder return through a sustainable dividend, steady growth outlook and paying down debt.” The spinoff has received the requisite tax rulings in Canada and the U.S. and remains subject to receipt of necessary regulatory and court approvals and satisfaction of other customary closing conditions. To learn more about South Bow, visit www.southbow.com. Furthermore, each of the following 13 nominees were elected as directors of TC Energy on a vote by ballot to serve until the next annual meeting of shareholders of TC Energy or until their successors are elected or earlier appointed: EXHIBIT 99.1
Nominee # Votes For % Votes For # Votes Against % Votes Against Cheryl F. Campbell 658,934,044 99.08 6,091,745 0.92 Michael R. Culbert 659,109,877 99.11 5,915,912 0.89 William D. Johnson 647,343,103 97.34 17,682,684 2.66 Susan C. Jones 659,081,705 99.11 5,944,056 0.89 John E. Lowe 657,370,876 98.85 7,654,409 1.15 David MacNaughton 657,348,037 98.85 7,676,854 1.15 François L. Poirier 659,677,771 99.20 5,347,675 0.80 Una Power 655,905,364 98.63 9,120,083 1.37 Mary Pat Salomone 652,193,177 98.07 12,832,269 1.93 Indira Samarasekera 656,142,517 98.66 8,882,928 1.34 Siim A. Vanaselja 655,011,540 98.49 10,013,404 1.51 Thierry Vandal 656,168,396 98.67 8,857,229 1.33 Dheeraj “D” Verma 657,340,753 98.84 7,684,873 1.16 The Company received strong support for management’s recommendations on all items of business voted on at the meeting. Final voting results will be filed on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov) and posted to the Investors section of the Company website at www.tcenergy.com by Wednesday, June 5, 2024. About TC Energy We’re a team of 7,000+ energy problem solvers working to safely move, generate and store the energy North America relies on. Today, we’re delivering solutions to the world’s toughest energy challenges – from innovating to deliver the natural gas that feeds LNG to global markets, to working to reduce emissions from our assets, to partnering with our neighbours, customers and governments to build the energy system of the future. It’s all part of how we continue to deliver sustainable returns for our investors and create value for communities. TC Energy’s common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit us at TCEnergy.com. FORWARD-LOOKING INFORMATION This release contains certain information that is forward-looking and is subject to important risks and uncertainties (such statements are usually accompanied by words such as "anticipate", "expect", "believe", "may", "will", "should", "estimate", "intend" or other similar words). Forward-looking statements in this document are intended to provide TC Energy security holders and potential investors with information regarding TC Energy and its subsidiaries, including management's assessment of TC Energy's and its subsidiaries' future plans and financial outlook. Forward-looking statements in this document may include, but are not limited to, statements regarding the spinoff of the Company’s Liquids Pipelines business, including the potential benefits and the long-term value for TC Energy shareholders, and timing of the spinoff. All forward-looking statements reflect TC Energy's beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. As actual results could vary significantly from the forward-looking information, you should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking information due to new information or future events, unless we are required to by law. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to the most recent Quarterly Report to Shareholders and Annual Report filed under TC
Energy’s profile on SEDAR+ at www.sedarplus.ca and with the U.S. Securities and Exchange Commission at www.sec.gov. -30- Media Inquiries: Media Relations media@tcenergy.com 403-920-7859 or 800-608-7859 Investor & Analyst Inquiries: Gavin Wylie / Hunter Mau investor_relations@tcenergy.com 403-920-7911 or 800-361-6522
EXHIBIT 99.2
Annual and Special Meeting of Shareholders of
TC Energy Corporation (“TC Energy”)
June 4, 2024
REPORT OF VOTING RESULTS
National Instrument 51-102 – Continuous Disclosure Obligations, Section 11.3
1.Election of Directors
By resolution passed via ballot, the following 13 nominees were appointed as Directors of TC Energy to hold office until the next annual meeting of shareholders of TC Energy, or until their successors are earlier elected or appointed. The results of the ballot were as follows:
| Nominee | # Votes For | % Votes For | # Votes Against | # Votes Against | ||||||||||
| Cheryl F. Campbell | 658,934,044 | 99.08 | 6,091,745 | 0.92 | ||||||||||
| Michael R. Culbert | 659,109,877 | 99.11 | 5,915,912 | 0.89 | ||||||||||
| William D. Johnson | 647,343,103 | 97.34 | 17,682,684 | 2.66 | ||||||||||
| Susan C. Jones | 659,081,705 | 99.11 | 5,944,056 | 0.89 | ||||||||||
| John E. Lowe | 657,370,876 | 98.85 | 7,654,409 | 1.15 | ||||||||||
| David MacNaughton | 657,348,037 | 98.85 | 7,676,854 | 1.15 | ||||||||||
| François L. Poirier | 659,677,771 | 99.20 | 5,347,675 | 0.80 | ||||||||||
| Una Power | 655,905,364 | 98.63 | 9,120,083 | 1.37 | ||||||||||
| Mary Pat Salomone | 652,193,177 | 98.07 | 12,832,269 | 1.93 | ||||||||||
| Indira Samarasekera | 656,142,517 | 98.66 | 8,882,928 | 1.34 | ||||||||||
| Siim A. Vanaselja | 655,011,540 | 98.49 | 10,013,404 | 1.51 | ||||||||||
| Thierry Vandal | 656,168,396 | 98.67 | 8,857,229 | 1.33 | ||||||||||
| Dheeraj “D” Verma | 657,340,753 | 98.84 | 7,684,873 | 1.16 | ||||||||||
2.Appointment of Auditor
By a resolution passed via ballot, KPMG LLP, Chartered Professional Accountants, were appointed as auditor of TC Energy until the close of the next annual meeting of shareholders of TC Energy, and the directors were authorized to fix their remuneration. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Withheld | % Votes Withheld | ||||||||
| 640,326,854 | 93.24 | 46,460,250 | 6.76 | ||||||||
3.The Arrangement Resolution
A special resolution, the full text of which is set forth in Schedule A of the Management Information Circular of TC Energy dated April 10, 2024 (the “Circular”), to approve a plan of arrangement under section 192 of the Canada Business Corporations Act, pursuant to which, among other things, TC Energy shareholders will receive one newly issued common share of TC Energy and 0.2 of a common share in a new public company called “South Bow Corporation” in exchange for each common share of TC Energy held.
The special resolution, passed via ballot, was approved. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Against | % Votes Against | ||||||||
| 644,053,784 | 96.85 | 20,972,667 | 3.15 | ||||||||
4.The South Bow Shareholder Rights Plan Resolution
By resolution passed via ballot, the shareholder rights plan for South Bow Corporation, as set forth in Schedule B of the Circular was approved. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Against | % Votes Against | ||||||||
| 628,188,470 | 94.46 | 36,837,579 | 5.54 | ||||||||
5.Advisory Vote on Executive Compensation
By resolution passed via ballot, on an advisory basis, TC Energy’s approach to Executive Compensation was approved. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Against | % Votes Against | ||||||||
| 640,895,659 | 96.37 | 24,130,789 | 3.63 | ||||||||
6.Shareholder Proposal
By resolution passed via ballot, the shareholder proposal submitted by the Salal Foundation requesting TC Energy commission an independent assessment on its practices relating to obtaining Free, Prior and Informed Consent on its projects, as set forth in Schedule M of the Circular, was not approved. The results of the ballot were as follows:
# Votes For | % Votes For | # Votes Against | % Votes Against | ||||||||
| 59,783,497 | 8.99 | 605,240,838 | 91.01 | ||||||||