FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

 

For the month of: March, 2020

   Commission File Number: 001-13354

BANK OF MONTREAL

(Name of Registrant)

 

100 King Street West

1 First Canadian Place

Toronto, Ontario

Canada, M5X 1A1

 

129 rue Saint-Jacques

Montreal, Quebec

Canada, H2Y 1L6

(Executive Offices)   (Head 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):  ☐

 

 

INCORPORATION BY REFERENCE

The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the following registration statements of the registrant on file with and declared effective by the SEC:

 

 

1.

Registration Statement – Form F-3 – File No. 333-217200

 

 

2.

Registration Statement – Form F-3 – File No. 333-214934

 

 

3.

Registration Statement – Form S-8 – File No. 333-191591

 

 

4.

Registration Statement – Form S-8 – File No. 333-180968

 

 

5.

Registration Statement – Form S-8 – File No. 333-177579

 

 

6.

Registration Statement – Form S-8 – File No. 333-177568

 

 

7.

Registration Statement – Form S-8 – File No. 333-176479

 

 

8.

Registration Statement – Form S-8 – File No. 333-175413

 

 

9.

Registration Statement – Form S-8 – File No. 333-175412

 

 

10.

Registration Statement – Form S-8 – File No. 333-113096

 

 

11.

Registration Statement – Form S-8 – File No. 333-14260

 

 

12.

Registration Statement – Form S-8 – File No. 33-92112

 

 

13.

Registration Statement – Form S-8 – File No. 333-207739

 

 

 

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.

 

   

BANK OF MONTREAL

   

By:

 

/s/ Thomas E. Flynn

   

Name:

 

Thomas E. Flynn

   

Title:

 

Chief Financial Officer

Date: March 31, 2020

   

By:

 

/s/ Barbara M. Muir

   

Name:

 

Barbara M. Muir

   

Title:

 

Corporate Secretary

EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1

  

Press Release – Report under Canadian National Instrument 51-102 Report on Voting Results of Annual Meeting

Exhibit 99.1

REPORT UNDER

NATIONAL INSTRUMENT 51-102

REPORT OF VOTING RESULTS

 

To:

Canadian Securities Administrators

In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted on at the Annual Meeting of Shareholders of Bank of Montreal (the “Bank”) held on March 31, 2020 and, as such votes were conducted by ballot, the number and percentage of votes cast for, against/withheld from each vote. Each of the matters set out below is described in greater detail in the Notice of Annual Meeting of Shareholders and Management Proxy Circular which was mailed to shareholders prior to the Annual Meeting and is available at www.bmo.com/investorrelations.

The Board of Directors and management of the Bank recommended that shareholders vote FOR the election as director of each of the 12 nominees listed in the Management Proxy Circular, FOR the appointment of KPMG LLP as Auditors of the Bank, FOR the advisory vote on the Bank’s approach to executive compensation, FOR amending the Bank of Montreal Amended and Restated Stock Option Plan and AGAINST Shareholder Proposals one, two and three.

 

1.

Election of Directors

A ballot was conducted to vote on each resolution to appoint each of the following 12 nominees as a Director of the Bank to serve until the next Annual Meeting of Shareholders of the Bank or until their resignation or their successor is elected or appointed, and the outcome was as follows:

 

     
Nominee   Votes For   Votes Withheld
       

Janice M. Babiak

  287,076,651    98.22%   5,190,650    1.78%
       

Sophie Brochu

  291,356,153    99.69%   910,952    0.31%
       

Craig W. Broderick

  291,327,971    99.68%   939,330    0.32%
       

George A. Cope

  284,984,221    97.51%   7,283,024    2.49%
       

Christine A. Edwards

  286,552,072    98.04%   5,715,173    1.96%
       

Martin S. Eichenbaum

  291,236,048    99.65%   1,031,253    0.35%
       

Ronald H. Farmer

  278,487,715    95.29%   13,779,530    4.71%
       

David Harquail

  291,407,562    99.71%   859,683    0.29%
       

Linda S. Huber

  291,314,958    99.67%   952,343    0.33%
       

Eric R. La Flèche

  288,063,884    98.56%   4,203,417    1.44%
       

Lorraine Mitchelmore

  289,180,204    98.94%   3,087,097    1.06%
       

Darryl White

  291,345,137    99.68%   922,164    0.32%

 

2.

Appointment of Shareholders’ Auditors

A ballot was conducted to vote on the resolution to appoint the firm of KPMG LLP as the auditors of the Bank for the 2020 fiscal year and the outcome was as follows:

 

   
Votes For   Votes Withheld        
     
     295,201,244   96.74%   9,942,885    3.26%    

 

 

- 2 -

 

3.

Advisory Vote on the Bank’s approach to Executive Compensation

A ballot was conducted to vote for the Advisory Resolution on the Bank’s approach to Executive Compensation and the outcome was as follows:

 

   
Votes For   Votes Against        
     
     276,155,837   94.49%   16,111,622    5.51%    

 

4.

Amendments to the Bank of Montreal Amended and Restated Stock Option Plan

A ballot was conducted to vote on Amendments to the Bank of Montreal Amended and Restated Stock Option Plan and the outcome was as follows:

 

   
Votes For   Votes Against
     
     218,433,620   74.74%   73,834,014    25.26%

 

5.

Competitiveness and Protection of Personal Information

A ballot was conducted to vote on a shareholder proposal regarding Competitiveness and Protection of Personal Information and the outcome was as follows:

 

     
Votes For   Votes Against   Votes Abstain
         
     6,714,000   2.30%   284,205,854    97.24%   1,347,151    0.46%

 

6.

Diversity Target

A ballot was conducted to vote on a shareholder proposal regarding Diversity Target and the outcome was as follows:

 

     
Votes For   Votes Against   Votes Abstain
         
     14,098,406   4.83%   276,693,177    94.67%   1,475,647    0.50%

 

7.

Suggested Incongruity between Fossil Fuel Lending History, Financing Criteria and Public Statements

A ballot was conducted to vote on a shareholder proposal regarding Suggested Incongruity between Fossil Fuel Lending History, Financing Criteria and Public Statements and the outcome was as follows:

 

     
Votes For   Votes Against   Votes Abstain
         
     29,733,519   10.17%   260,960,556    89.29%   1,572,855    0.54%

 

- 3 -

 

Dated this 31st day of March, 2020.

 

Bank of Montreal

By:

 

/s/ Barbara M. Muir

 

Barbara M. Muir

 

Corporate Secretary