8-KShareholder MattersExhibits & Filings

ENBRIDGE INC 8-K Report, Shareholder Vote Results (May 9, 2019)

Filed May 9, 2019For Securities:ENBENBMFEBBGFEBRGFEBRZFENBGFENBRFENFFFEBGEFENBFFENBHFENBNFENBOFENBSFEBBNFENNPF

Summary

Enbridge Inc. (ENB) filed an 8-K report on May 9, 2019, detailing the results of its 2019 Annual Meeting of Shareholders held on May 7, 2019. The report confirms the overwhelming approval of its slate of 11 nominated directors, the appointment of PricewaterhouseCoopers LLP as its independent auditor, and the "Say on Pay" advisory vote on executive compensation. Additionally, shareholders approved the 2019 Long Term Incentive Plan and the ratification of stock options granted under it. Notably, the results indicate strong shareholder confidence in the current board and executive compensation practices. The report also clarifies that one director nominee, Michael E.J. Phelps, was withdrawn due to his passing prior to the meeting. The approval of these key governance and compensation items suggests a stable and supportive shareholder base for Enbridge's ongoing operations and strategic initiatives.

Key Highlights

  • 1All 11 nominated directors were overwhelmingly elected to the Enbridge Inc. Board of Directors.
  • 2PricewaterhouseCoopers LLP was appointed as the company's independent auditor for the upcoming fiscal year.
  • 3Shareholders approved, on an advisory basis, the compensation of Enbridge's named executive officers (Say on Pay vote).
  • 4The 2019 Long Term Incentive Plan and the ratification of stock options granted under it received shareholder approval.
  • 5The passing of director nominee Michael E.J. Phelps on April 20, 2019, was noted, leading to his withdrawal from the election.
  • 6The report was filed on May 9, 2019, reflecting events from the shareholder meeting held on May 7, 2019.
  • 7An attached news release (Exhibit 99.1) provides further details on the voting results.

Frequently Asked Questions

The main outcomes include the election of 11 directors, the appointment of PricewaterhouseCoopers LLP as independent auditor, the approval of the 2019 Long Term Incentive Plan and stock option grants, and the advisory approval of executive compensation (Say on Pay). All proposals received strong shareholder support.

The primary event noted was the withdrawal of Michael E.J. Phelps's candidacy for director due to his passing on April 20, 2019. Otherwise, all submitted proposals were overwhelmingly approved, indicating broad shareholder agreement with the company's recommendations.

The 'Say on Pay' vote is an advisory (non-binding) resolution where shareholders express their opinion on the compensation of the company's top executives. A strong 'for' vote, as seen here (93.53%), indicates shareholder support for the executive compensation structure and alignment with company performance. A 'against' vote could signal investor concerns about compensation levels or structures.

PricewaterhouseCoopers LLP has been appointed as Enbridge Inc.'s independent auditor until the close of the Corporation's next annual meeting of shareholders. Their remuneration will be fixed by the Board of Directors. This confirms the continuation of their auditing services for the company.