REG - Bank of Montreal - Results of Bank of Montreal 2024 AGM

Bank of MontrealAnnouncement

17/04/2024 12:30

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RNS Number : 0042L  Bank of Montreal  17 April 2024

 

 

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
16, 2024 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 (http://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, 4 and 5.

 

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      342,157,861  97.36%  9,271,842   2.64%
 Craig W. Broderick    347,929,389  99.00%  3,500,313   1.00%
 Hazel Claxton         350,277,619  99.67%  1,152,183   0.33%
 George A. Cope        334,780,073  95.26%  16,649,729  4.74%
 Stephen Dent          350,489,694  99.73%  939,655     0.27%
 Christine A. Edwards  340,920,673  97.01%  10,508,676  2.99%
 Martin S. Eichenbaum  349,808,876  99.54%  1,620,472   0.46%
 David Harquail        350,281,227  99.67%  1,148,121   0.33%
 Linda S. Huber        350,224,200  99.66%  1,205,559   0.34%
 Eric R. La Flèche     346,253,767  98.53%  5,176,036   1.47%
 Lorraine Mitchelmore  347,954,785  99.01%  3,474,973   0.99%
 Madhu Ranganathan     318,658,988  90.68%  32,770,815  9.32%
 Darryl White          349,208,736  99.37%  2,221,067   0.63%

 

 

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 2024 fiscal year and the outcome was
as follows:

 

 Votes For            Votes Withheld
 334,255,699  91.42%  31,382,401  8.58%

 

 

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
 332,445,540  94.26%  20,256,995  5.74%

 

 

4.  In-Person Annual Shareholders' Meetings

 

A ballot was conducted to vote on a shareholder proposal requesting that the
Bank's annual shareholders' meetings be held in person, and that virtual
meetings be held in addition to, but not in replacement of, face-to-face
meetings:

 

 Votes For            Votes Against         Votes Abstain*
 178,163,305  50.66%  173,489,986  49.34%   1,048,965

 

 

5. Public Disclosure of Non-Confidential Information, Country-By-Country
Reporting, Compensation Ratios and Tax Havens

 

A ballot was conducted to vote on a shareholder proposal requesting that the
Bank annually disclose to the general public the non-confidential information
related to its Country-by-Country Reporting, for the purposes of detailed and
meaningful calculations of compensation ratios, namely broken down by
jurisdiction, and to contribute to combatting tax havens:

 

 Votes For           Votes Against         Votes Abstain*
 38,374,748  10.92%  312,894,255  89.08%   1,434,063

 

 

6.  Advisory Vote on Environmental Policies

 

A ballot was conducted to vote on a shareholder proposal requesting the Bank
hold an annual advisory vote on its environmental and climate objectives and
action plan:

 

 Votes For           Votes Against         Votes Abstain*
 52,971,968  15.26%  294,045,736  84.74%   5,686,257

 

 

7.  Report on Impact of Oil and Gas Divestment

 

A ballot was conducted to vote on a shareholder proposal requesting the Bank
issue a report disclosing the Bank's exposure to oil and gas divestment and to
qualify and quantify the impacts of divestment from the Canadian oil and gas
sector on shareholder value and other relevant economic analysis should BMO
continue on the path toward currently established Net Zero objectives:

 

 Votes For         Votes Against         Votes Abstain*
 2,357,990  0.67%  347,904,256  99.33%   2,441,616

 

 

8.  CEO Compensation to Median Employee Pay Ratio

 

A ballot was conducted to vote on a shareholder proposal requesting the Bank
undertake a review of executive compensation levels in relation to the entire
workforce and, at reasonable cost and omitting proprietary information,
publicly disclose the CEO-compensation-to-median-employee-pay-ratio on an
annual basis:

 

 Votes For           Votes Against         Votes Abstain*
 38,172,563  10.86%  313,469,226  89.14%   1,062,046

 

 

*An abstention is counted as present for quorum purposes, but is not counted
as a vote cast in determining whether the requisite majority of votes cast has
approved the proposal.

 

Dated this 16(th) day of April, 2024.

 

 

 
                                    Bank of
Montreal

 

 

 
                                    By:
/s/ Paul V. Noble

 
                             Paul V. Noble

 
                             Corporate Secretary

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