6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2024

Commission File Number 000-29716

CGI INC.

(Translation of registrant’s name into English)

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(Address of principal executive office)

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

EXHIBIT INDEX

Exhibit Number	Description
99.1	Report on voting results at the Registrant’s annual general meeting of shareholders held on January 31, 2024.

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.

	CGI INC.
	(Registrant)
Date: February 1, 2024	By:	/s/ Benoit Dubé
		Name: Benoit Dubé
		Title: Executive Vice-President, Legal and Economic Affairs, and Corporate Secretary

EX-99.1

Exhibit 99.1

CGI INC.

REPORT ON VOTING RESULTS

ANNUAL GENERAL MEETING OF SHAREHOLDERS

JANUARY 31, 2024

The Annual General Meeting of Shareholders of CGI Inc. (“CGI”) was held on Wednesday, January 31, 2024 at 11:00 a.m. via live webcast. 1,844 shareholders holding 146,721,854 Class A subordinate voting shares and 26,445,706 Class B shares (multiple voting) were present or represented by proxy at the meeting, representing approximately 87.37% of the total votes attached to all issued and outstanding shares as of the record date on December 4, 2023.

Election of directors

All 15 directors proposed for election at the Annual General Meeting of Shareholders were elected by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the election of directors were as follows:

	Votes for					Votes withheld
	#		%			#		%
Sophie Brochu		406,601,034		99.45	%		2,259,232		0.55	%
George A. Cope		400,490,770		97.95	%		8,369,496		2.05	%
Jacynthe Côté		408,111,792		99.82	%		747,154		0.18	%
Julie Godin		405,079,164		99.08	%		3,781,102		0.92	%
Serge Godin		396,079,177		96.87	%		12,781,089		3.13	%
André Imbeau		406,041,565		99.31	%		2,818,701		0.69	%
Gilles Labbé		403,926,620		98.79	%		4,933,646		1.21	%
Michael B. Pedersen		396,318,135		96.93	%		12,542,131		3.07	%
Stephen S. Poloz		407,604,041		99.69	%		1,256,184		0.31	%
Mary G. Powell		400,379,571		97.93	%		8,480,695		2.07	%
Alison C. Reed		407,599,021		99.69	%		1,261,245		0.31	%
Michael E. Roach		405,950,315		99.29	%		2,909,951		0.71	%
George D. Schindler		406,679,807		99.47	%		2,180,459		0.53	%
Kathy N. Waller		404,288,048		98.88	%		4,572,218		1.12	%
Frank Witter		395,474,973		96.73	%		13,385,293		3.27	%

Appointment of the auditor

The resolution to appoint PricewaterhouseCoopers LLP as CGI’s auditor to hold office until the next annual meeting of shareholders or until its successor is appointed, and to authorize the Audit and Risk Management Committee to fix its remuneration, was adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the appointment of the auditor were as follows:

	Votes for					Votes withheld
	#		%			#		%
Auditor		410,554,722		99.85	%		613,540		0.15	%

Shareholder proposals

Shareholder Proposal Number One was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number One were as follows:

	Votes for					Votes against
	#		%			#		%
Shareholder Proposal Number One		2,456,997		0.60	%		406,403,134		99.40	%

Shareholder Proposal Number Two was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Two were as follows:

	Votes for					Votes against
	#		%			#		%
Shareholder Proposal Number Two		69,279,624		16.94	%		339,580,493		83.06	%

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