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, 2023 | Commission File Number: 001-13354 |
BANK OF MONTREAL
(Name of Registrant)
| 100 King Street West | ||
| 1 First Canadian Place | 129 rue Saint-Jacques | |
| Toronto, Ontario | Montreal, Quebec | |
| Canada, M5X 1A1 | 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. 333-214934 |
| 2. | Registration Statement – Form F-3 – File No. 333-264388 |
| 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 18, 2023 | By: | /s/ Paul V. Noble | ||||
| Name: | Paul V. Noble | |||||
| 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 18, 2023 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 and 3.
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 | 351,265,494 | 97.87% |
7,642,029 | 2.13% | ||||
| Sophie Brochu | 350,385,690 | 97.63% | 8,521,833 | 2.37% | ||||
| Craig W. Broderick | 355,002,307 | 98.91% | 3,905,215 | 1.09% | ||||
| George A. Cope | 343,003,583 | 95.57% | 15,903,939 | 4.43% | ||||
| Stephen Dent | 357,798,594 | 99.69% | 1,108,927 | 0.31% | ||||
| Christine A. Edwards | 349,346,887 | 97.34% | 9,560,636 | 2.66% | ||||
| Martin S. Eichenbaum | 356,306,341 | 99.28% | 2,601,181 | 0.72% | ||||
| David Harquail | 356,718,020 | 99.39% | 2,189,502 | 0.61% | ||||
| Linda S. Huber | 356,564,090 | 99.35% | 2,343,433 | 0.65% | ||||
| Eric R. La Flèche | 355,352,580 | 99.01% | 3,554,497 | 0.99% | ||||
| Lorraine Mitchelmore | 354,474,358 | 98.76% | 4,433,165 | 1.24% | ||||
| Madhu Ranganathan | 324,532,435 | 90.42% | 34,375,088 | 9.58% | ||||
| Darryl White | 356,410,039 | 99.30% | 2,497,483 | 0.70% | ||||
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 2023 fiscal year and the outcome was as follows:
| Votes For | Votes Withheld | |||||||||||
| 334,095,642 | 90.17% | 36,418,696 | 9.83% | |||||||||
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3. Advisory Vote on the Bank’s approach to Executive Compensation
A ballot was conducted to vote on the advisory Resolution on the Bank’s approach to Executive Compensation and the outcome was as follows:
| Votes For | Votes Against | |||||||||||
| 343,725,763 | 95.77% | 15,181,613 | 4.23% | |||||||||
4. Advisory Vote on Environmental Policies
A ballot was conducted to vote on a shareholder proposal requesting that the Bank adopt an annual advisory voting policy regarding its environmental and climate objectives and action plan:
| Votes For | Votes Against | Votes Abstain | ||||||||||
| 57,719,980 | 16.09% | 288,997,304 | 80.53% | 12,114,337 | 3.38% | |||||||
5. Invest In and Finance the Canadian Oil and Gas Sector
A ballot was conducted to vote on a shareholder proposal requesting that the Bank make clear its commitment to continue to invest in and finance the Canadian oil and gas sector:
| Votes For | Votes Against | Votes Abstain | ||||||||||
| 4,471,032 | 1.25% | 350,164,175 | 97.56% | 4,265,825 | 1.19% | |||||||
6. Racial Equity Audit
A ballot was conducted to vote on a shareholder proposal requesting the Bank to conduct and publish a third-party racial equity audit:
| Votes For | Votes Against | Votes Abstain | ||||||||||
| 133,565,811 | 37.21% | 216,840,008 | 60.42% | 8,501,687 | 2.37% | |||||||
Dated this 18th day of April, 2023.
| Bank of Montreal | ||
| By: | /s/ Paul V. Noble | |
| Paul V. Noble | ||
| Corporate Secretary | ||