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: April, 2022 | Commission File Number: 001-13354 |
BANK OF MONTREAL
(Name of Registrant)
| 100 King Street West 1 First Canadian Place Toronto, Ontario Canada, M5X 1A1
(Executive Offices) |
129 rue Saint-Jacques Montreal, Quebec Canada, H2Y 1L6
(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. 333-237342 |
| 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 |
| 14. | Registration Statement – Form S-8 – File No. 333-237522 |
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/ Tayfun Tuzun | |||||
| Name: Tayfun Tuzun | ||||||
| Title: Chief Financial Officer | ||||||
| Date: April 13, 2022 | 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 April 13, 2022 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 is available at www.bmo.com/investorrelations.
The Board of Directors and management of the Bank recommended that shareholders vote FOR the election of each of the 13 director 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, and AGAINST Shareholder Proposals No. 1, 2, 3 and 4.
1. Election of Directors
A ballot was conducted to vote on each resolution to appoint each of the following 13 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 | 287,848,007 | 96.98% | 8,952,422 | 3.02% | ||||
| Sophie Brochu | 292,174,782 | 98.44% | 4,625,647 | 1.56% | ||||
| Craig W. Broderick | 293,034,095 | 98.73% | 3,766,335 | 1.27% | ||||
| George A. Cope | 283,611,797 | 95.56% | 13,188,633 | 4.44% | ||||
| Stephen Dent | 295,875,020 | 99.69% | 925,410 | 0.31% | ||||
| Christine A. Edwards | 292,082,450 | 98.41% | 4,717,979 | 1.59% | ||||
| Martin S. Eichenbaum | 294,524,215 | 99.23% | 2,276,216 | 0.77% | ||||
| David Harquail | 294,774,151 | 99.32% | 2,026,278 | 0.68% | ||||
| Linda S. Huber | 294,689,679 | 99.29% | 2,110,749 | 0.71% | ||||
| Eric R. La Flèche | 294,221,493 | 99.13% | 2,578,938 | 0.87% | ||||
| Lorraine Mitchelmore | 292,356,778 | 98.50% | 4,443,651 | 1.50% | ||||
| Madhu Ranganathan | 292,056,462 | 98.40% | 4,743,967 | 1.60% | ||||
| Darryl White | 294,781,159 | 99.32% | 2,019,272 | 0.68% | ||||
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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 2022 fiscal year and the outcome was as follows:
| Votes For | Votes Withheld | |||||||||||
| 288,357,055 | 93.67% | 19,478,689 | 6.33% | |||||||||
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 | |||||||||||
| 280,539,675 | 94.52% | 16,259,852 | 5.48% | |||||||||
4. Becoming a “Benefit” Company
A ballot was conducted to vote for a shareholder proposal requesting that the Bank explore the possibility of becoming a benefit company and report thereon to the shareholders at the next annual meeting:
| Votes For | Votes Against | Votes Abstain | ||||||||||
| 11,482,026 | 3.87% | 283,735,082 | 95.61% | 1,548,341 | 0.52% | |||||||
5. Advisory Vote on Environmental Policy
A ballot was conducted to vote for a shareholder proposal requesting that the Bank establish an annual advisory vote policy regarding its environmental and climate targets and action plan:
| Votes For | Votes Against | Votes Abstain | ||||||||||
| 44,384,195 | 14.95% | 247,606,027 | 83.43% | 4,807,879 | 1.62% | |||||||
6. French as Official Language
A ballot was conducted to vote for a shareholder proposal requesting that the language of the Bank be French, more particularly the language of work in Quebec, including the language spoken at annual meetings:
| Votes For | Votes Against | Votes Abstain | ||||||||||
| 2,350,598 | 0.79% | 292,713,688 | 98.63% | 1,733,539 | 0.58% | |||||||
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7. Decarbonization Financing
A ballot was conducted to vote for a shareholder proposal requesting BMO adopt a policy by the end of 2022 in which the company takes available actions to help ensure that its financing does not contribute to new fossil fuel supplies that would be inconsistent with the IEA’s Net Zero Emissions by 2050 Scenario:
| Votes For | Votes Against | Votes Abstain | ||||||||||
| 22,288,241 | 7.51% | 273,028,386 | 91.99% | 1,481,467 | 0.50% | |||||||
Dated this 13th day of April, 2022.
| Bank of Montreal | ||
| By: | /s/ Barbara M. Muir | |
| Barbara M. Muir | ||
| Corporate Secretary | ||