01—Abstract
Summary
Summary of the 8-K filed March 13, 2024. Cited figures are marked; the original filing is the authoritative source.
Enbridge Inc. (NYSE/TSX: ENB) filed this Form 8-K on March 13, 2024 solely to furnish its Notice of 2024 Annual Meeting of Shareholders and Management Information Circular (dated March 5, 2024) as Exhibit 99.1.
Because Enbridge is a foreign private issuer that follows Canadian proxy rules, the circular is filed on U.S. Form 8-K rather than as a U.S. proxy statement. The filing contains no new financial results, transactions, or material events on its own; its value lies in the governance, board, compensation, and shareholder-vote details it discloses. The circular reports that the annual meeting will be held virtually on May 8, 2024, with a record date of March 13, 2024.
Shareholders will vote on 12 director nominees (including new candidate Theresa B.Y. Jang, and the retirement of long-serving director Dan Tutcher), the reappointment of PricewaterhouseCoopers LLP as auditor, a non-binding say-on-pay vote, and two shareholder proposals, which the Board recommends voting against. Prior say-on-pay support was roughly 91%a in 2023.
Auditor fees totaled C$19.3 millionb in 2023, up from C$18.4 million in 2022, mostly audit fees. The letter to shareholders provides the most investor-relevant context: management highlights roughly C$3 billion of tuck-in acquisitions and C$10 billion of new organic growth in 2023, bringing the secured growth portfolio to C$24 billion, and a 3% dividend increase for 2024, the 29th consecutive annual increase.
It also guides 2024 EBITDA of C$16.6c–17.2 billion and DCF per share of C$5.40–5.80, and notes the completed first closing of the US$14 billion (C$19 billion) acquisition of three U.S. gas utilities from Dominion Energy. Note that these figures come from a shareholder letter and are not audited filing disclosures, and the guidance excludes contributions from the newly acquired utilities.
02—Key points
Key Highlights
- Annual meeting set for May 8, 2024 (virtual); record date March 13, 2024, with management recommending FOR all 12 director nominees, PwC reappointment, and say-on-pay, and AGAINST both shareholder proposals.
- 2024 guidance: EBITDA of C$16.6–17.2 billion (excluding the newly acquired U.S. gas utilities) and DCF per share of C$5.40–5.80, representing more than 4% EBITDA growth over the 2023 guidance midpoint.
- Completed the first of three acquisitions of U.S. gas utilities from Dominion Energy (East Ohio Gas, now Enbridge Gas Ohio) on March 7, 2024; the full package is US$14 billion (C$19 billion), serving about three million customers.
- Secured C$10 billion of new organic growth in 2023 and deployed over C$3 billion on tuck-in acquisitions, lifting the secured growth portfolio to C$24 billion.
- Dividend to increase 3% in 2024, the 29th consecutive annual increase.
- Board changes: Manjit Minhas joined in 2023, Theresa Jang is a new nominee, and Dan Tutcher retires after 18 years of service under the director age-75 tenure policy.
- Shareholder proposals (Appendix A) are opposed by the Board; 2023 say-on-pay received 90.75% support, and 2023 PwC audit-related and tax fees rose year over year.
03—Questions
Frequently Asked Questions
Why is Enbridge filing a proxy-related document on Form 8-K instead of a U.S. proxy statement?
Enbridge is a foreign private issuer under U.S. securities laws, so it is exempt from U.S. proxy rules. It prepares its management information circular under Canadian corporate and securities law and furnishes it to the SEC on Form 8-K for transparency.
What matters will shareholders vote on at the May 8, 2024 meeting?
Shareholders will vote on electing 12 directors, reappointing PricewaterhouseCoopers LLP as auditor, a non-binding advisory say-on-pay resolution, and two shareholder proposals. The Board recommends FOR the directors, auditor, and say-on-pay, and AGAINST the shareholder proposals.
What are the key financial outlook figures for 2024?
Management guides 2024 EBITDA of C$16.6–17.2 billion and DCF per share of C$5.40–5.80, excluding any contribution from the recently acquired U.S. gas utilities. These are management projections from the shareholder letter, not audited results.
What is the status of the U.S. gas utilities acquisition?
The US$14 billion (C$19 billion) acquisition of three utilities from Dominion Energy is partly complete, with the East Ohio Gas Company closing March 7, 2024 after Ohio regulatory approval. The remaining two utilities and their closing timing are not detailed in this filing.
Does this filing include new financial results or material transactions?
No. Item 8.01 is a voluntary disclosure of the circular only. Financial results and guidance appear in the shareholder letter, and no new material agreements or financial statements are filed in this 8-K.
04—Continue