FORM
6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
For
the month of April, 2007
Commission
File Number: 001-02413
Canadian
National Railway Company
(Translation of registrant’s name into English)
(Translation of registrant’s name into English)
935
de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(Address of principal executive offices)
Montreal, Quebec
Canada H3B 2M9
(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 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):
| Yes | No 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)(7):
| Yes | No X |
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
| Yes | No X |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Canadian
National Railway Company
Table of Contents
Table of Contents
Item
|
Item
1
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Report
of
Voting Results pursuant to section 11.3 of National Instrument
51-102 – Continuous
Disclosure Obligations
("NI 51-102")
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Item
1
 |
Sean Finn | ||
|
Senior
Vice-President Public Affairs,
Chief
Legal
Officer and Corporate
Secretary
|
Premier
vice-président Affaires
publiques,
chef de la direction
des
Affaires juridiques
et
secrétaire général
|
||
|
935
de La Gauchetière Street West
Montreal,
Quebec H3B 2M9
Canada
|
935,
rue de La
Gauchetière Ouest
Montréal
(Québec) H3B 2M9
Canada
|
||
|
T
514-399-7091
F
514-399-4854
|
T
514-399-7091
Tc
514-399-4854
|
VIA
SEDAR
April
28,
2007
|
To:
|
Autorité
des
marchés financiers
|
Alberta
Securities
Commission
British
Columbia
Securities Commission
Manitoba
Securities
Commission
Securities
Commission, New Brunswick
Securities
Commission of Newfoundland & Labrador
Department
of
Justice, Northwest Territories
Nova
Scotia
Securities Commission
Ontario
Securities
Commission
Registrar
of
Securities, Prince Edward Island
Saskatchewan
Financial Services Commission
Registrar
of
Securities, Yukon
Department
of
Justice, Nunavut
|
RE:
|
Canadian
National Railway Company
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|
| Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 – | ||
| Continuous Disclosure Obligations ("NI 51-102") |
Following
the Annual
Meeting of Shareholders of Canadian
National
Railway Company
(the “Company”)
held on
Tuesday,
April 24,
2007, at 10:00 a.m., (Atlantic Time) at the Delta Beauséjour hotel, 750 Main
Street, Moncton, New Brunskwick,
(the “Meeting”),
and in
accordance with section 11.3 of NI 51-102 - Continuous
Disclosure Obligations,
we hereby advise
you of the following voting results obtained at the Meeting.
1.
Election
of
Directors
A
ballot was conducted with respect to the election of directors. The 14 nominees
proposed by management were elected as directors. According to proxies received
and ballots cast, each of the following 14 individuals were elected as directors
of the Company until the next annual shareholder meeting or until such person’s
successor is elected or appointed, with the following results:
Page
2
April
28,
2007
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NAME
OF
NOMINEE
|
VOTES
FOR
|
%
|
VOTES
WITHHELD
|
%
|
|
Michael
R.
Armellino
A.
Charles
Baillie
Hugh
J.
Bolton
J.V.
Raymond
Cyr
Amb.
Gordon D.
Giffin
James
K.
Gray
E.
Hunter
Harrison
Edith
E.
Holiday
V.
Maureen
Kempston Darkes
Robert
H.
Lee
Denis
Losier
The
Hon.
Edward C. Lumley
David
G.A.
McLean
Robert
Pace
|
390,496,529
389,975,695
385,313,826
390,375,785
387,133,762
389,833,302
389,898,450
389,085,328
390,074,815
390,426,062
390,545,471
388,557,467
389,892,095
389,947,363
|
99.74
99.60
98.44
99.71
98.89
99.57
99.59
99.39
99.63
99.72
99.75
99.24
99.58
99.60
|
1,025,466
1,547,733
6,091,184
1,147,593
4,357,326
1,690,006
1,621,214
2,403,783
1,446,154
1,094,310
973,288
2,962,881
1,627,707
1,570,919
|
0.26
0.40
1.56
0.29
1.11
0.43
0.41
0.61
0.37
0.28
0.25
0.76
0.42
0.40
|
2.
Appointment
of
Auditors
KPMG
LLP were
appointed as the Company’s auditors until the next annual meeting of
shareholders, by a majority of the shareholders on a show of hands. The
percentage of common shares with proxies received “FOR” the appointment of the
auditors was 99.64% of the common shares represented.
3.
Amendments
to
Management Long-Term Incentive Plan
A
ballot was conducted with respect to the ordinary resolution to amend the
Company’s Management Long-Term Incentive Plan in the manner described in the
Management Information Circular of the Company dated March 6, 2007. According
to
the proxies received and ballots cast, the ordinary resolution was approved
with
the following results:
Votes
For —
313,742,634 (83.11%)
Votes
Against —
63,780,187 (16.89%)
Page
3
April
28,
2007
4.
Shareholder
Proposal
No. 1
A
ballot was conducted with respect to Shareholder Proposal No.1 to the effect
that the Human Resources and Compensation Committee of the Board prepare a
report to shareholders detailing the environmental, social and governance
objectives or targets, upon which executive compensation was evaluated for
2005,
with specific reference to safety performance targets. According to the proxies
received and ballots cast, the proposal was defeated with the following
results:
Votes
Against —
347,890,377 (92.15%)
Votes
For —
29,631,132 (7.85%)
5.
Shareholder
Proposal
No. 2
A
ballot was conducted with respect to Shareholder Proposal No.2 to the effect
that the Board’s Environment, Safety and Security Committee evaluate the
integration of BC Rail operations into the CN system and conduct an
effectiveness audit on policies, procedures and technical practices for
maintaining track safety on the former BC Rail line. According to the proxies
received and ballots cast, the proposal was defeated with the following
results:
Votes
Against —
360,900,219 (95.60%)
Votes
For —
16,622,706 (4.40%)
Yours
truly,
/s/
Sean Finn
Senior
Vice-President Public Affairs,
Chief
Legal Officer
and Corporate Secretary
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.
| Canadian National Railway Company | ||||
| Date: | April 30, 2007 | By: | /s/ Cristina Circelli | |
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| Name: | Cristina Circelli | |||
| Title: | Deputy
Corporate Secretary and General Counsel |
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