ENBRIDGE INC (Form: 8-K, Received: 03/24/2021 16:17:01)

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): March 24, 2021

LOGO

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Charter)

Canada

001-15254

98-0377957

(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)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENB	New York Stock Exchange
6.375% Fixed-to-Floating Rate Subordinated Notes Series 2018-B due 2078	ENBA	New York Stock Exchange

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:

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

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

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

☐	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 ☐

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. ☐

Item 8.01 Other Events.

On March 24, 2021, Enbridge Inc. (the “Company”) began mailing its Notice of 2021 Annual Meeting and Notice of Availability of Meeting Materials (the “Notice”) to shareholders of the Company. Copies of the Notice mailed to registered shareholders and to beneficial shareholders of the Company are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this current report on Form 8-K. The Company previously filed its Notice of 2021 Annual Meeting of Shareholders and Management Information Circular (the “Management Information Circular”) as Exhibit 99.1 to the Company’s current report on Form 8-K filed March 8, 2021.

As described in the Management Information Circular, due to the continued global pandemic caused by COVID-19, the Company will again hold its 2021 Annual Meeting of Shareholders in a virtual only format. Information and instructions on how to attend the virtual 2021 Annual Meeting of Shareholders are contained in the Management Information Circular. A user guide for attending the virtual 2021 Annual Meeting of Shareholders is attached as Exhibit 99.3 to this current report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

99.1		Notice of 2021 Annual Meeting and Notice of Availability of Meeting Materials (Registered)

99.2		Notice of 2021 Annual Meeting and Notice of Availability of Meeting Materials (Beneficial)

99.3		Virtual AGM User Guide

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.


	ENBRIDGE INC. (Registrant)

Date: March 24, 2021	By:	/s/ Karen K.L. Uehara
		Karen K.L. Uehara
		Vice President & Corporate Secretary (Duly Authorized Officer)

Exhibit 99.1

LOGO

Notice of 2021 Annual Meeting and

Notice of Availability of Meeting Materials (Registered)

Throughout this notice, Enbridge and our means Enbridge Inc. and you, your, and shareholder mean a registered holder of common shares of Enbridge.

You are receiving this notice because Enbridge is using notice and access to deliver to you our Management Information Circular and other proxy-related materials, including our 2020 Annual Report, for our Annual Meeting of Shareholders by providing you with electronic access to the documents instead of mailing paper copies. Notice-and-access is an environmentally friendly and cost-effective way to distribute the materials because it reduces printing, paper and postage. Enclosed with this notice is a form of proxy so you can vote your shares.

Annual Meeting Date and Location

When: May 5, 2021

1:30 p.m. (Mountain Daylight Time)

Where:

Virtual Meeting via live audio webcast online at https://web.lumiagm.com/478797703, password “enbridge2021” (case sensitive). See “How do I attend and participate at the Meeting” on page 7 of the Management Information Circular or your form of proxy for instructions on how to attend the Annual Meeting online.

Items of business to be voted on at the Annual Meeting

The following items of business are described in the “Business of the Meeting” section of the Management Information Circular.


		Refer to the Management
		Information Circular

1.	Election of Directors – Resolution to elect the director nominees identified in the Management Information Circular to serve as directors until the end of our next annual shareholder meeting.	Pages 10 - 24

2.	Appointment of Auditors – Resolution to appoint PricewaterhouseCoopers LLP as our independent auditors and authorizing the directors to set their remuneration.	Pages 24 - 25

3.	Advisory Vote on Executive Compensation – Non-binding advisory vote to approve our approach to executive compensation.	Pages 25 - 26

PLEASE REVIEW OUR MANAGEMENT INFORMATION CIRCULAR PRIOR TO VOTING.

The Management Information Circular and 2020 Annual Report are available at:

www.enbridge.com/noticeandaccess or www.sedar.com

How to Request Paper Copies of the Management Information Circular and 2020 Annual Report

Shareholders may request to receive paper copies of the Management Information Circular and/or 2020 Annual Report by mail, at no cost, for up to one year from March 24, 2021, by using the Control Number located on the enclosed form of proxy. You will not be sent another form of proxy, so please retain the one mailed to you so you can vote your shares.

To request a paper copy before the meeting date, please call the number below and follow the instructions.

Toll free at 1-866-962-0498 (within North America) or 1-514-982-8716 (outside North America).

To ensure you receive the materials in advance of the voting deadline, all requests should be received no later than 5:00 p.m., Mountain Daylight Time, on Tuesday, April 27, 2021.

We also provide paper copies of the Management Information Circular and/or our 2020 Annual Report to shareholders who have standing instructions to receive, or for whom Enbridge has otherwise received a request to provide, paper copies of materials.

How to Vote Your Shares

YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares other than by attending the Annual Meeting online you must use one of the following voting methods, which are also outlined in your enclosed form of proxy.


Internet:		www.investorvote.com

Telephone:		1-866-732-VOTE (8683)

Mail:		Return the enclosed form of proxy in the accompanying pre-paid envelope to the address indicated thereon.

To be valid, your voting instructions must be received by 1:30 p.m., Mountain Daylight Time, on Monday, May 3, 2021, or, in the case of any adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting. For instructions on how to attend and vote your Enbridge shares at the Annual Meeting online, see your enclosed form of proxy or “How do I attend and participate at the Meeting” on page 7 of the Management Information Circular.

To request paper copies of the Management Information Circular and/or 2020 Annual Report after the meeting date, please contact our Investor Relations line at 1-800-481-2804 (within North America).

If you have any questions about notice and access, please call (toll free) 1-866-964-0492.

Exhibit 99.2

LOGO

Notice of 2021 Annual Meeting and

Notice of Availability of Meeting Materials (Beneficial)

Throughout this notice, Enbridge and our means Enbridge Inc. and you, your, and shareholder mean a beneficial holder of common shares of Enbridge.

Annual Meeting Date and Location

When: May 5, 2021

1:30 p.m. (Mountain Daylight Time)

Where:

Virtual Meeting via live audio webcast online at https://web.lumiagm.com/478797703, password “enbridge2021” (case sensitive). See “How do I attend and participate at the Meeting” on page 7 of the Management Information Circular or your voting instruction form for instructions on how to attend the Annual Meeting online.

Items of business to be voted on at the Annual Meeting

The following items of business are described in the “Business of the Meeting” section of the Management Information Circular.


		Refer to the Management
		Information Circular

1.	Election of Directors – Resolution to elect the director nominees identified in the Management Information Circular to serve as directors until the end of our next annual shareholder meeting.	Pages 10 - 24

2.	Appointment of Auditors – Resolution to appoint PricewaterhouseCoopers LLP as our independent auditors and authorizing the directors to set their remuneration.	Pages 24 - 25

3.	Advisory Vote on Executive Compensation – Non-binding advisory vote to approve our approach to executive compensation.	Pages 25 - 26

PLEASE REVIEW OUR MANAGEMENT INFORMATION CIRCULAR PRIOR TO VOTING.

The Management Information Circular and 2020 Annual Report are available at:

www.enbridge.com/noticeandaccess or www.sedar.com

How to Request Paper Copies of the Management Information Circular and 2020 Annual Report

Shareholders may request to receive paper copies of the Management Information Circular and/or 2020 Annual Report by mail, at no cost, for up to one year from March 24, 2021, by using the Control Number located on the enclosed voting instruction form. You will not be sent another voting instruction form, so please retain the one mailed to you so you can vote your shares.

To request a paper copy before the meeting date, please call the number below and follow the instructions.

Toll free at 1-877-907-7643 (within North America) or direct at 303-562-9305 (English) / 303-562-9306 (French) (outside North America).

To ensure you receive the materials in advance of the voting deadline, all requests should be received no later than 5:00 p.m., Mountain Daylight Time, on Tuesday, April 27, 2021.

How to Vote Your Shares

YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must use one of the following voting methods, which are also outlined in your enclosed voting instruction form.


	Canada (and elsewhere other than the U.S.)	United States

Internet:	Follow the instructions at www.proxyvote.com using the 16-digit Control Number from your voting instruction form.

Telephone:	1-800-474-7493 (English)	1-800-454-8683 (United States)

	1-800-474-7501 (French)

	You will need the 16-digit Control Number on your voting instruction form to vote by telephone.

Mail:	Return your voting instruction form in the accompanying pre-paid envelope to:

	Data Processing Centre	Proxy Services
	P.O. Box 3700, Stn Industrial Park	P.O. Box 9104
	Markham, Ontario L3R 9Z9	Farmingdale, New York
	Canada	11735-9533 USA

Subject to the next paragraph, to be valid, your voting instructions must be received by 1:30 p.m., Mountain Daylight Time, on Monday, May 3, 2021, or, in the case of any adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting.

Notwithstanding the previous paragraph, your voting instruction form may provide for an earlier voting deadline in order to process your votes in a timely manner. To ensure your votes are counted, you should ensure your voting instruction form is submitted in the timeline provided for on such voting instruction form.

For instructions on how to attend the Annual Meeting online and vote your Enbridge shares as the proxyholder of the registered shareholder at the Annual Meeting online, see your enclosed voting instruction form or “How do I attend and participate at the Meeting” on page 7 of the Management Information Circular.

To request paper copies of the Management Information Circular and/or 2020 Annual Report after the meeting date, or if you have any questions about notice and access, please contact our Investor Relations line at 1-800-481-2804 (within North America).

Exhibit 99.3

LOGO

VIRTUAL AGM USER GUIDE

Getting Started

This year’s annual meeting will be held virtually. You can participate online using your smartphone, tablet or computer.

By participating online, registered shareholders and duly appointed proxyholders will be able to listen to a live audio cast of the meeting, ask questions online and submit your votes in real time.

As usual, you may also provide voting instructions before the meeting by completing the Form of Proxy or voting information form that has been provided to you.

Important Notice for Non-Registered Holders:

Non-registered holders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will be able to attend the meeting as guests but will not be able to ask questions or vote at the meeting.

If you are a non-registered holder and wish to attend and participate at the meeting, you should carefully follow the instructions set out on your voting information form and in the management information circular relating to the meeting, in order to appoint and register yourself as proxyholder, otherwise you will be required to login as a guest.

In order to participate online:

Before the meeting:

Check that your browser for whichever device you are using is compatible. Visit https://web.lumiagm.com/478797703 on your smartphone, tablet or computer. You will need the latest version of Chrome, Safari, Edge or Firefox.

Caution: Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for your AGM. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use computer on a network not restricted to security settings of your organization.

All securityholders MUST register any 3rd party appointments at http://www.computershare.com/enbridgeagm Failure to do so will result in the appointee not receiving login credentials.

Gather the information you need to access the online meeting:

Meeting ID: 478-797-703

Password: enbridge2021 (case-sensitive)

To log in, you must have the following information:

Registered Holders

The 15 digit control number provided on your form of proxy provided by Computershare, which constitutes your user name.

Appointed Proxy

The user name provided by Computershare via email, provided your appointment has been registered.

For technical support, please visit https://go.lumiglobal.com/faq. To contact Computershare, please call 1-866-276-9479 (toll-free in North America) or 1-514-982-8696.

LOGO

The broadcast bar: Allows you to view and listen to the proceedings. Home page icon: Displays meeting information Questions icon: Used to ask questions Voting icon: Used to vote. Only visible when the chairperson opens poll. 1 To proceed to the meeting, you 2 Registered holders: Your user will need to read and accept the name is the 15 digit control Terms and Conditions. number printed on your proxy form. Appointed proxy holders: Your user name can be found in the email sent to you from Computershare. 01PD3A

LOGO

Once logged in, you will see
the home page, which displays the meeting documents and information on the meeting.
Icons will be displayed in different areas, depending on the device you are using.
To view proceedings you must tap the broadcast arrow on
your screen.
Toggle between the up and down arrow    to view another screen.
TO VOTE
When the Chair declares the poll open:
> A voting icon will appear on your device and the Meeting Resolutions will be displayed.
> To vote, tap one of the voting options. Your response will be highlighted.
TO ASK QUESTIONS
Tap on the Questions icon then press the button to submit a question.
Compose your question and select the send icon    . Confirmation that your message has been received
will appear.
The number of items you have voted on, or are yet to vote on, is displayed at the top of the screen.
Votes may be changed up to the time the chair closes the poll.
NOTE: On some devices, in order to vote, you may need to minimize the audio cast by selecting the arrow    in the broadcast bar. Audio will still be available. To return to the audio cast after voting, select the arrow again.