REG - Bank of Montreal - Results of Bank of Montreal 2025 AGM

Bank of MontrealAnnouncement

14/04/2025 07:00

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RNS Number : 7922E  Bank of Montreal  11 April 2025

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
11, 2025 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) .

 

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 For  Votes Withheld

                                                                 % Votes Withheld
 Janice M. Babiak      350,392,216  96.55%       12,516,833      3.45%
 Craig W. Broderick    358,920,260  98.90%       3,988,788       1.10%
 Hazel Claxton         361,271,556  99.55%       1,637,494       0.45%
 Diane L. Cooper       361,253,745  99.54%       1,654,468       0.46%
 George A. Cope        344,500,954  94.93%       18,408,043      5.07%
 Stephen Dent          361,537,955  99.62%       1,371,093       0.38%
 Martin S. Eichenbaum  360,165,974  99.24%       2,742,074       0.76%
 David Harquail        361,511,458  99.61%       1,397,590       0.39%
 Eric R. La Flèche     353,179,964  97.32%       9,729,085       2.68%
 Brian McManus         361,778,452  99.69%       1,130,597       0.31%
 Lorraine Mitchelmore  358,020,943  98.65%       4,888,106       1.35%
 Madhu Ranganathan     357,903,410  98.62%       5,005,639       1.38%
 Darryl White          360,954,789  99.46%       1,954,260       0.54%

 

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 2025 fiscal year and the outcome was
as follows:

 

 Votes For    % Votes For  Votes Withheld  % Votes Withheld
 346,328,946  92.63%       27,567,667      7.37%

 

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 For  Votes Against  % Votes Against
 349,394,274  96.28%       13,515,640     3.72%

 

 

 

4. Shareholder Proposal No. 1: Public Disclosure of Non-Confidential
Information, Country-By-Country Reporting, Compensation Ratios and Tax Havens

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 32,202,730  8.91%        329,211,011    91.09%           1,489,214

 

5.  Shareholder Proposal No. 2: Advisory Vote on Environmental Policies

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 45,784,360  12.84%       310,877,472    87.16%           6,239,387

 

6.  Shareholder Proposal No. 3: Disclosure of Languages Spoken Fluently by
Employees

 

 Votes For  % Votes For  Votes Against  % Votes Against  Abstentions*
 3,487,367  0.96%        358,177,391    99.04%           1,228,357

 

7.  Shareholder Proposal No. 4: Advanced Generative AI Systems and Code of
Conduct

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 30,590,982  8.46%        331,054,989    91.54%           1,257,120

 

8. Shareholder Proposal No. 5: Disclosure of Energy Supply Ratio

 

 Votes For    % Votes For  Votes Against  % Votes Against  Abstentions*
 117,179,171  32.38%       244,704,351    67.62%           1,017,558

 

9. Shareholder Proposal No. 6: Disclosure of Lobbying and Policy Influence
Activities

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 74,827,993  20.83%       284,369,755    79.17%           3,704,706

 

10. Shareholder Proposal No. 7: Disclosure of Executive Compensation Pay
Metrics

 

 Votes For   % Votes For  Votes Against  % Votes Against  Abstentions*
 26,526,397  7.33%        335,413,067    92.67%           963,623

 

*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 11(th) day of April, 2025.

 

 
                                    Bank of
Montreal

 

 

 
                                    By:
/s/ Paul V. Noble

 
                             Paul V. Noble

 
                             Corporate Secretary

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