6-K

FORM 6-K

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

For the month of May 2022

Commission File Number: 001-02413

Canadian National Railway Company

(Translation of registrant’s name into English)

935 de la Gauchetiere Street West

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 ☒

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 ☒

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 ☒

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 ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

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:  May 23, 2022	By:	/s/ Cristina Circelli
		Name	Cristina Circelli
		Title:	Vice-President Deputy Corporate Secretary and General Counsel

CANADIAN NATIONAL RAILWAY COMPANY

Table of Contents

Items	Description
1	Report of Voting Results, May 20, 2022

EX-99.1

Exhibit 1

    www.cn.ca   Corporate Services
Sean Finn Executive Vice-President Corporate Services and Chief Legal Officer   935 de La Gauchetière Street West Montreal, Quebec H3B 2M9 Canada Telephone: (514) 399-7091 Facsimile: (514) 399-4854   Services corporatifs
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

VIA SEDAR

May 20, 2022

To: Autorité des marchés financiers Alberta Securities Commission British Columbia Securities Commission Manitoba Securities Commission New Brunswick Securities Commission Superintendent of Securities Office, Newfoundland & Labrador Department of Justice, Northwest Territories Nova Scotia Securities Commission Ontario Securities Commission Superintendent of Securities Office, Prince Edward Island Saskatchewan Financial Services Commission Yukon Securities Office Department of Justice, Nunavut

RE: Canadian National Railway Company Report of Voting Results pursuant to section 11.3 of National Instrument 51‑102 - Continuous Disclosure Obligations (“NI 51-102”)

Following the Annual Meeting of Shareholders of Canadian National Railway Company (the “Company”) held on Friday, May 20, 2022, at 10:00 a.m., (Eastern Daylight Time) via live webcast (the “Meeting”), and in accordance with section 11.3 of NI 51‑102 – Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting.

1. Election of Directors

A ballot was conducted with respect to the election of directors. The 11 director 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:

May 20, 2022

Page 2

NAME OF NOMINEE	VOTES FOR	%	VOTES WITHHELD	%
Shauneen Bruder	544,480,950	98.34%	9,173,285	1.66%
Jo-ann dePass Olsovsky	552,824,951	99.85%	829,409	0.15%
David Freeman	552,423,390	99.78%	1,230,538	0.22%
Denise Gray	543,381,273	98.14%	10,273,087	1.86%
Justin M. Howell	549,719,019	99.29%	3,935,341	0.71%
Susan C. Jones	548,081,435	98.99%	5,572,925	1.01%
Robert Knight	552,587,333	99.81%	1,066,893	0.19%
The Hon. Kevin G. Lynch	523,729,949	94.60%	29,924,411	5.40%
Margaret A. McKenzie	547,907,964	98.96%	5,746,396	1.04%
Robert L. Phillips	527,223,659	95.23%	26,430,701	4.77%
Tracy Robinson	552,839,626	99.85%	814,734	0.15%

2. Appointment of Auditors

KPMG LLP was appointed as the Company’s auditors until the next annual meeting of shareholders, by a majority of the shareholders on vote by ballot. The percentage of common shares with proxies received “FOR” the appointment of the auditors was 90.42% of the common shares represented as follows:

Votes For — 510,791,281 (90.42 %)

Votes Withheld — 54,113,152 (9.58%)

3. Non-Binding Advisory Resolution on Executive Compensation

A ballot was conducted with respect to the non-binding advisory vote on the Company’s approach to Executive compensation. The percentage of common shares voted “FOR” was 96.75% of the common shares represented at the Meeting as follows:

Votes For —  535,664,752 (96.75%)

Votes Against — 17,989,608 (3.25%)

May 20, 2022

Page 3

4. Non-Binding Advisory Resolution on CN’s Climate Action Plan

A ballot was conducted with respect to the non-binding advisory vote on the Company’s Climate Action Plan.  The percentage of common shares voted “FOR” was 98.54% of the common shares represented at the Meeting as follows:

Votes For —  545,582,031 (98.54%)

Votes Against —  8,072,329 (1.46%)

Yours truly,

/s/ Sean Finn

Executive Vice-President

Corporate Services and Chief Legal Officer