FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign
Issuer
Pursuant to Rule 13a-16 or
15d-16
of the Securities Exchange Act of 1934
of the Securities Exchange Act of 1934
For the month
of April, 2009
Commission File
Number: 001-02413
Canadian National Railway
Company
(Translation of registrant’s name into English)
(Translation of registrant’s name into English)
935
de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(Address of principal executive offices)
Montreal, Quebec
Canada H3B 2M9
(Address of principal executive offices)
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 X |
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):
| Yes | No X |
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):
| Yes | No X |
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
| Yes | No X |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Canadian National
Railway Company
Table of Contents
Table of Contents
Item
| 1. |
Report of
Voting Results pursuant to section 11.3 of National Instrument 51
102 - Continuous Disclosure
Obligations ("NI
51-102")
|
Item
1
 www.cn.ca
|
Sean
Finn
Executive
Vice-President
Corporate
Services
and Chief
Legal Officer
935 de La Gauchetiere Street
West
Montreal, Quebec H3B 2M9
Canada
Telephone: (514)
399-7091
Facsimile: (514)
399-4854
|
Sean
Finn
Vice-président
exécutif
Services
corporatifs et chef de la direction des Affaires juridiques
935, rue de La
Gauchetière Ouest
Montréal
(Québec) H3B 2M9
Canada
Téléphone:
514-399-7091
Télécopieur : 514-399-4854
|
April 24,
2009
|
To:
|
Autorité des
marchés financiers
|
|
Alberta
Securities Commission
|
|
|
British
Columbia Securities Commission
|
|
|
Manitoba
Securities Commission
|
|
|
Securities
Commission, New Brunswick
|
|
|
Securities
Commission of Newfoundland & Labrador
|
|
|
Department of
Justice, Northwest Territories
|
|
|
Nova Scotia
Securities Commission
|
|
|
Ontario
Securities Commission
|
|
|
Registrar of
Securities, Prince Edward Island
|
|
|
Saskatchewan
Financial Services Commission
|
|
|
Registrar of
Securities, Yukon
|
|
|
Department of
Justice, Nunavut
|
|
|
RE:
|
|
|
Report
of Voting Results pursuant to section 11.3 of National Instrument
51-102 - Continuous Disclosure
Obligations
("NI 51-102")
|
1. Election of
Directors
A ballot was
conducted with respect to the election of directors. The 11 nominees
proposed by management were elected as directors. According to
proxies received and ballots cast, each of the following 11 individuals were
elected as directors of the Company until the next annual shareholder meeting or
until such person’s successor is elected or appointed, with the following
results:
April 24,
2009
Page
2
|
NAME OF
NOMINEE
|
VOTES
FOR
|
%
|
VOTES
WITHHELD
|
%
|
|
|
Michael R.
Armellino
|
338,639,591
|
99.59
|
1,390,090
|
0.41
|
|
|
A. Charles
Baillie
|
338,671,433
|
99.60
|
1,359,526
|
0.40
|
|
|
Hugh J.
Bolton
|
324,474,839
|
95.43
|
15,555,620
|
4.57
|
|
|
Amb. Gordon
D. Giffin
|
337,568,633
|
99.28
|
2,459,912
|
0.72
|
|
|
E. Hunter
Harrison
|
338,616,058
|
99.59
|
1,395,475
|
0.41
|
|
|
Edith E.
Holiday
|
337,324,093
|
99.20
|
2,706,876
|
0.80
|
|
|
V. Maureen
Kempston Darkes
|
324,934,153
|
95.56
|
15,095,528
|
4.44
|
|
|
Denis
Losier
|
338,594,828
|
99.58
|
1,435,631
|
0.42
|
|
|
The Hon.
Edward C. Lumley
|
338,240,815
|
99.47
|
1,789,644
|
0.53
|
|
|
David G.A.
McLean
|
338,560,280
|
99.57
|
1,470,179
|
0.43
|
|
|
Robert
Pace
|
337,775,387
|
99.34
|
2,255,042
|
0.66
|
|
2. Appointment of
Auditors
KPMG LLP were
appointed as the Company’s auditors until the next annual meeting of
shareholders, by a majority of the shareholders on a show of
hands. The percentage of common shares with proxies received “FOR”
the appointment of the auditors was 99.40% of the common shares represented as
follows:
Votes For —
337,648,222 (99.40%)
Votes Witheld —
2,263,039 (0.60%)
/s/ Sean
Finn
Executive
Vice-President, Corporate Services and Chief Legal Officer
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.
| Canadian National Railway Company | |||||
| Date: April 24, 2009 | By: | /s/ Cristina Circelli | |||
| Name: |
Cristina
Circelli
|
||||
| Title: |
Deputy
Corporate Secretary and
General
Counsel
|
||||