UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): May 9, 2018

 

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Charter)

 

CANADA

 

001-15254

 

NONE

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

200, 425 - 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

(Address of Principal Executive Offices) (Zip Code)

 

1-403-231-3900

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

 

At the 2018 Annual Meeting of Shareholders held on May 9, 2018, the holders of common shares of Enbridge Inc. (the “Corporation”) voted on: (1) 12 nominated directors to be elected to the Corporation’s board of directors (the “Board”) to serve until the close of the Corporation’s next annual meeting of shareholders or until their successors are appointed; (2) the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditors until the close of the Corporation’s next annual meeting of shareholders; (3) an advisory vote to approve the compensation of the Corporation’s named executive officers (a “Say on Pay vote”); and (4) an advisory vote on the frequency of Say on Pay votes.  The proposals are further described in the Corporation’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 5, 2018 (the “Proxy Statement”).

 

The tables below set forth the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, for each matter voted by the Corporation’s shareholders.

 

1.                                      Election of Directors

 

The following individuals were elected to the Board.

 

Name of Nominee

 

Votes For

 

Percent

 

Votes
Withheld

 

Percent

 

Broker Non-
Votes

 

Pamela L. Carter

 

1,075,052,909

 

98.85

 

12,477,512

 

1.15

 

127,992,438

 

Clarence P. Cazalot, Jr.

 

1,013,824,498

 

93.22

 

73,705,923

 

6.78

 

127,992,438

 

Marcel R. Coutu

 

975,938,714

 

89.74

 

111,591,707

 

10.26

 

127,992,438

 

Gregory L. Ebel

 

1,016,528,650

 

93.47

 

71,001,771

 

6.53

 

127,992,438

 

J. Herb England

 

1,067,822,850

 

98.19

 

19,707,571

 

1.81

 

127,992,438

 

Charles W. Fischer

 

1,077,233,404

 

99.05

 

10,297,017

 

0.95

 

127,992,438

 

V. Maureen Kempston Darkes

 

1,011,764,993

 

93.03

 

75,765,428

 

6.97

 

127,992,438

 

Michael McShane

 

1,042,907,151

 

95.90

 

44,623,270

 

4.10

 

127,992,438

 

Al Monaco

 

1,046,924,741

 

96.27

 

40,605,680

 

3.73

 

127,992,438

 

Michael E.J. Phelps

 

1,007,387,412

 

92.63

 

80,143,009

 

7.37

 

127,992,438

 

Dan C. Tutcher

 

992,839,937

 

91.29

 

94,690,484

 

8.71

 

127,992,438

 

Catherine L. Williams

 

1,011,123,756

 

92.97

 

76,406,665

 

7.03

 

127,992,438

 

 

2.                                      Appoint PricewaterhouseCoopers LLP as Independent Auditors

 

The shareholders approved the appointment of PricewaterhouseCoopers LLP as the Corporation’s independent auditors until the close of the Corporation’s next annual meeting of shareholders at such remuneration to be fixed by the Board.

 

Votes For

 

Percent

 

Votes
Against

 

Percent

 

Votes
Withheld

 

Percent

 

Broker Non-
Votes

 

1,185,683,014

 

97.55

 

27,820,281

 

2.29

 

2,019,564

 

0.17

 

0

 

 

3.                                      Advisory Vote to Approve Compensation of Named Executive Officers

 

The shareholders approved, on a non-binding advisory basis, the compensation of the Corporation’s named executive officers, as disclosed in the Proxy Statement.

 

Votes For

 

Percent

 

Votes
Against

 

Percent

 

Abstentions

 

Percent

 

Broker Non-
Votes

 

912,950,197

 

83.78

 

133,366,454

 

12.24

 

43,366,320

 

3.98

 

125,839,888

 

 

2


 

4.                                      Advisory Vote on Frequency of Say on Pay Votes

 

The shareholders approved, on a non-binding advisory basis, an annual frequency of Say on Pay votes. In light of the voting results, the Corporation’s Board of Directors has decided to continue to hold an advisory Say on Pay vote annually.  The Board will re-evaluate this determination with the next shareholder advisory vote on the frequency of Say on Pay votes.

 

Votes for One
Year

 

Percent

 

Votes for
Two
Years

 

Percent

 

Votes for
Three
Years

 

Percent

 

Abstentions

 

Percent

 

Broker Non-
Votes

 

1,073,875,110

 

98.95

 

2,939,917

 

0.27

 

4,492,399

 

0.41

 

4,021,562

 

0.37

 

130,193,871

 

 

ITEM 8.01    Other Events.

 

On May 9, 2018, the Corporation issued a news release announcing the election of directors voting results from the 2018 Annual Meeting of Shareholders.  A copy of the news release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

ITEM 9.01    Financial Statements and Exhibits.

 

(d)   Exhibits

 

Exhibit No.

 

Exhibit Description

Exhibit 99.1

 

News Release dated May 9, 2018

 

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.

 

 

ENBRIDGE INC.
(Registrant)

 

 

 

 

Date: May 10, 2018

By:

/s/ TYLER W. ROBINSON

 

 

Tyler W. Robinson
Vice President & Corporate Secretary
(Duly Authorized Officer)

 

3