false 0000895728 0000895728 2022-03-17 2022-03-17 0000895728 us-gaap:CommonStockMember 2022-03-17 2022-03-17 0000895728 enb:A6375FixedToFloatingRateSubordinatedNotesSeries2018BDue2078Member 2022-03-17 2022-03-17

 

 

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 17, 2022

 

 

 

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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)

 

 

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 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. ☐

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

 

 

 


Item 8.01 Other Events.

On March 17, 2022, Enbridge Inc. (the “Company”) began mailing its Notice of 2022 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 hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The Company previously filed its Notice of 2022 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 7, 2022.

As described in the Management Information Circular, due to the continued global pandemic caused by COVID-19, the Company will again hold its 2022 Annual Meeting of Shareholders in a virtual format. Information and instructions on how to attend the virtual 2022 Annual Meeting of Shareholders are contained in the Management Information Circular. A user guide for attending the virtual 2022 Annual Meeting of Shareholders is attached hereto as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number
  

Description

99.1    Notice of 2022 Annual Meeting and Notice of availability of meeting materials (Registered)
99.2    Notice of 2022 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, thereunto duly authorized.

 

   

ENBRIDGE INC.

(Registrant)

Date: March 17, 2022     By:  

 /s/ Karen K.L. Uehara

     

  Karen K.L. Uehara

  Vice President & Corporate Secretary

  (Duly Authorized Officer)

Exhibit 99.1

Notice of 2022 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 beneficial holder of common shares of Enbridge.

You are receiving this notice because Enbridge is using the notice and access system to deliver to you our Management Information Circular and other proxy-related materials, including our 2021 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 4, 2022
   1:30 p.m. (Mountain Daylight Time)
Where:   

Virtual Meeting via live audio webcast online at web.lumiagm.com/497249423,

password “enbridge2022” (case sensitive). Meeting ID 497-249-423.

 

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 – Election of the 12 director nominees identified in the Management Information Circular to serve as directors until the end of our next annual meeting of shareholders.    Pages 11 – 29
2.    Appointment of auditors – Appointment of PricewaterhouseCoopers LLP as our independent auditors and authorize the directors to fix their remuneration.    Pages 29 – 30
3.    Advisory vote on executive compensationNon-binding advisory vote to accept our approach to executive compensation as disclosed in the Management Information Circular.    Pages 30 – 31
4.   

Shareholder proposal – Vote on the shareholder proposal, as set out in Appendix A of the Management

Information Circular

   Page 31 and Appendix A

Please review our Management Information Circular PRIOR to voting.

The Management Information Circular and 2021 Annual Report are available at: enbridge.com/noticeandaccess or sedar.com.

 

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How to request paper copies of the Management Information Circular and 2021 Annual Report

Shareholders may request to receive paper copies of the Management Information Circular and 2021 Annual Report by mail, at no cost, for up to one year from March 17, 2022, 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 using the 15-digit Control Number located on your form of proxy.

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 26, 2022.

We also provide paper copies of the Management Information Circular and our 2021 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:    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 2, 2022, 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 2021 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).

 

 

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Exhibit 99.2

Notice of 2022 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.

You are receiving this notice because Enbridge is using the notice and access system to deliver to you our Management Information Circular and other proxy-related materials, including our 2021 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 voting instruction form so you can vote your shares.

Annual Meeting date and location

 

When:    May 4, 2022
   1:30 p.m. (Mountain Daylight Time)
Where:   

Virtual Meeting via live audio webcast online at web.lumiagm.com/497249423,

password “enbridge2022” (case sensitive). Meeting ID 497-249-423.

 

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 – Election of the 12 director nominees identified in the Management Information Circular to serve as directors until the end of our next annual meeting of shareholders.    Pages 11 – 29
2.    Appointment of auditors – Appointment of PricewaterhouseCoopers LLP as our independent auditors and authorize the directors to fix their remuneration.    Pages 29 – 30
3.    Advisory vote on executive compensation Non-binding advisory vote to accept our approach to executive compensation as disclosed in the Management Information Circular.    Pages 30 – 31
4.   

Shareholder proposal – Vote on the shareholder proposal, as set out in Appendix A of the Management

Information Circular

   Page 31 and Appendix A

Please review our Management Information Circular PRIOR to voting.

The Management Information Circular and 2021 Annual Report are available at: enbridge.com/noticeandaccess or sedar.com.

 

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How to request paper copies of the Management Information Circular and 2021 Annual Report

Shareholders may request to receive paper copies of the Management Information Circular and 2021 Annual Report by mail, at no cost, for up to one year from March 17, 2022, 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 using the 16-digit Control Number located on your voting instruction form.

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 p.m., Mountain Daylight Time, on Tuesday, April 26, 2022.

We also provide paper copies of the Management Information Circular and our 2021 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 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 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 2, 2022, 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 a duly appointed proxyholder, 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 2021 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).

 

 

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Exhibit 99.3

 

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To start

This year, the meeting will take place virtually. You will be able to participate online using your smartphone, tablet or computer.

You will be able to view a live webcast of the meeting and registered shareholders and duly appointed proxyholders will be able to ask questions and submit their votes in real time.

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.

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

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 proxy will be able to attend the meeting as guests but will not be able to ask questions or vote during 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 proxy, otherwise you will be required to login as a guest.

To participate online

Make sure the browser on your device is compatible. You will need the latest version of Chrome, Safari, Edge, or Firefox. Internet Explorer is not supported.

Using your smartphone, tablet or computer, go to the following address:

Meeting Access

 

 
web.lumiagm.com/497249423

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

You will need the following information to login:

 

Meeting ID      Password
   
497-249-423      enbridge2022 (case sensitive)

Registered Shareholder

 

 
The 15-digit control number listed on your form of proxy which is your Usename.

Appointed Proxy

 

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

 

 

 

 

For technical support, please visit https://go.lumiglobal.com/faq or email support-ca@lumiglobal.com

To contact Computershare, please call1-866-276-9479 (toll-free in North America) or 1-514-982-8696 (outside North America)

 

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