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 8, 2019
ENBRIDGE INC.
(Exact Name of Registrant as Specified in Charter)
CANADA |
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001-15254 |
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98-0377957 |
(State or Other Jurisdiction
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(Commission
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(IRS Employer
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200, 425 - 1st Street S.W.
Calgary, Alberta, Canada T2P 3L8
(Address of Principal Executive Offices) (Zip Code)
1-403-231-3900
(Registrants 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class |
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Trading Symbol(s) |
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Name of each exchange on which
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Common Shares |
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ENB |
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NYSE |
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
At the 2019 Annual Meeting of Shareholders held on May 8, 2019, the holders of common shares of Enbridge Inc. (the Corporation) voted on: (1) 11 nominated directors to be elected to the Corporations board of directors (the Board) to serve until the close of the Corporations next annual meeting of shareholders or until their successors are elected; (2) the appointment of PricewaterhouseCoopers LLP as the Corporations independent auditors until the close of the Corporations next annual meeting of shareholders at such remuneration to be fixed by the Board; (3) the Corporations 2019 Long Term Incentive Plan and the ratification of the grants of stock options thereunder; and (4) an advisory vote to approve the compensation of the Corporations named executive officers (a Say on Pay vote). The proposals are further described in the Corporations definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on March 27, 2019 (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 Corporations shareholders.
1. Election of Directors
The following individuals were elected to the Board.
Name of Nominee |
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Votes For |
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Percent |
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Votes
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Percent |
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Broker Non-
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Pamela L. Carter |
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989,827,674 |
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93.80 |
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65,417,105 |
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6.20 |
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196,966,792 |
Marcel R. Coutu |
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927,127,374 |
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87.86 |
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128,117,406 |
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12.14 |
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196,966,791 |
Susan M. Cunningham |
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1,019,121,651 |
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96.58 |
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36,123,029 |
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3.42 |
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196,966.793 |
Gregory L. Ebel |
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934,784,290 |
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88.58 |
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120,460,460 |
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11.42 |
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196,966,821 |
J. Herb England |
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1,021,936,848 |
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96.84 |
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33,307,932 |
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3.16 |
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196,966,791 |
Charles W. Fischer |
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1,042,684,312 |
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98.81 |
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12,560,467 |
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1.19 |
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196,966,792 |
V. Maureen Kempston Darkes |
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1,017,852,119 |
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96.46 |
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37,392,657 |
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3.54 |
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196,966,795 |
Teresa S. Madden |
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1,044,466,466 |
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98.98 |
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10,778,312 |
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1.02 |
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196,966,793 |
Al Monaco |
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1,043,169,386 |
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98.86 |
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12,075,395 |
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1.14 |
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196,966,790 |
Dan C. Tutcher |
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1,039,987,266 |
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98.55 |
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15,257,513 |
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1.45 |
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196,966,792 |
Catherine L. Williams |
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1,013,397,232 |
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96.03 |
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41,847,550 |
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3.97 |
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196,966,789 |
Michael E.J. Phelps candidacy for re-election was withdrawn due to his passing on April 20, 2019.
2. Appoint PricewaterhouseCoopers LLP as Independent Auditors
The shareholders approved the appointment of PricewaterhouseCoopers LLP as the Corporations independent auditors until the close of the Corporations next annual meeting of shareholders at such remuneration to be fixed by the Board.
Votes For |
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Percent |
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Votes
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Percent |
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Votes
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Percent |
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Broker Non-
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1,199,598,948 |
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95.82 |
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49,081,019 |
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3.92 |
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3,247,514 |
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0.26 |
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0 |
3. Approval of the Corporations 2019 Long Term Incentive Plan and Ratification of the Grants of Stock Options Thereunder
The shareholders approved, ratified and confirmed the Corporations 2019 Long Term Incentive Plan and the grants of stock options thereunder.
Votes For |
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Percent |
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Votes
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Percent |
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Abstentions |
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Percent |
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Broker Non-
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928,203,444 |
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87.96 |
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122,001,775 |
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11.56 |
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5,039,301 |
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0.48 |
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196,966,830 |
4. Advisory Vote to Approve Compensation of Named Executive Officers
The shareholders approved, on a non-binding advisory basis, the compensation of the Corporations named executive officers, as disclosed in the Proxy Statement.
Votes For |
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Percent |
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Votes
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Percent |
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Abstentions |
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Percent |
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Broker Non-
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986,962,833 |
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93.53 |
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62,598,786 |
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5.93 |
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5,683,120 |
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0.54 |
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196,966,832 |
ITEM 8.01 Other Events.
On May 8, 2019, the Corporation issued a news release announcing the election of directors voting results from the 2019 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. |
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Exhibit Description |
Exhibit 99.1 |
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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.
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ENBRIDGE INC.
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Date: May 9, 2019 |
By: |
/s/ Tyler W. Robinson |
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Tyler W. Robinson
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NEWS RELEASE
Enbridge Inc. Announces Election of Directors
CALGARY, ALBERTA, May 8, 2019 Enbridge Inc. (TSX: ENB) (NYSE: ENB) (Enbridge or the Company) held its Annual Meeting of Shareholders today. On a vote by ballot during the regular business proceedings at the Meeting, shareholders approved the election of all 11 nominated directors proposed by management as listed in the Proxy Statement dated March 4, 2019. The candidacy of Michael Phelps was withdrawn due to his passing on April 20, 2019. The detailed results of the vote for the election of directors are set out below.
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Votes For |
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Votes Withheld |
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# |
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% |
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# |
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% |
Pamela L. Carter |
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989,827,674 |
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93.80 |
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65,417,105 |
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6.20 |
Marcel R. Coutu |
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927,127,374 |
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87.86 |
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128,117,406 |
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12.14 |
Susan M. Cunningham |
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1,019,121,651 |
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96.58 |
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36,123,029 |
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3.42 |
Gregory L. Ebel |
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934,784,290 |
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88.58 |
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120,460,460 |
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11.42 |
J. Herb England |
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1,021,936,848 |
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96.84 |
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33,307,932 |
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3.16 |
Charles W. Fischer |
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1,042,684,312 |
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98.81 |
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12,560,467 |
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1.19 |
V. Maureen Kempston Darkes |
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1,017,852,119 |
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96.46 |
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37,392,657 |
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3.54 |
Teresa S. Madden |
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1,044,466,466 |
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98.98 |
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10,778,312 |
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1.02 |
Al Monaco |
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1,043,169,386 |
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98.86 |
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12,075,395 |
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1.14 |
Dan C. Tutcher |
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1,039,987,266 |
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98.55 |
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15,257,513 |
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1.45 |
Catherine L. Williams |
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1,013,397,232 |
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96.03 |
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41,847,550 |
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3.97 |
About Enbridge Inc.
Enbridge Inc. is North Americas premier energy infrastructure company with strategic business platforms that include an extensive network of crude oil, liquids and natural gas pipelines, regulated natural gas distribution utilities and renewable power generation. The Company safely delivers in excess of 3 million barrels of crude oil each day through its Mainline and Express Pipeline; accounts for approximately 62% of U.S.-bound Canadian crude oil exports; and moves approximately 18% of all natural gas consumed in the U.S., serving key supply basins and demand markets. The Companys regulated utilities serve approximately 3.7 million retail customers in Ontario, Quebec, and New Brunswick. Enbridge also has interests in more than 1,700 MW of net renewable generating capacity in North America and Europe. The Companys common shares trade on the Toronto and New York stock exchanges under the symbol ENB.
Life takes energy and Enbridge exists to fuel peoples quality of life. For more information, visit www.enbridge.com.
FOR FURTHER INFORMATION PLEASE CONTACT:
Media |
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Investment Community |
Jesse Semko |
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Jonathan Gould |
Toll Free: (888) 992-0997 |
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Toll Free: (800) 481-2804 |
Email: media@enbridge.com |
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Email: investor.relations@enbridge.com |