6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

For the month of:  May, 2023 Commission File Number:  1-12384

SUNCOR ENERGY INC.

(Name of registrant)

150 – 6th Avenue S.W.

P.O. Box 2844

Calgary, Alberta

Canada, T2P 3E3

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): ¨

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): ¨

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.

	SUNCOR ENERGY INC.
Date:	By:
May 10, 2023	“Shawn Poirier”
	Shawn Poirier
	Assistant Corporate Secretary

EXHIBIT INDEX

Exhibit	Description of Exhibit
99.1	News Release dated May 9, 2023, Suncor Energy reports voting results from Annual General Meeting
99.2	Report of Voting Results

EX-99.1

EXHIBIT 99.1

News Release dated May 9, 2023, Suncor Energy reports voting results from

Annual General Meeting

FOR IMMEDIATE RELEASE

Suncor Energy reports voting results from Annual General Meeting

Calgary, Alberta (May 9, 2023) – Suncor (TSX: SU) (NYSE: SU) held its Annual General Meeting in Calgary today. A total of 907,152,053 shares (approximately 68.50% of outstanding common shares) were represented in person or by proxy.

Shareholders voted as follows on the matters before the meeting:

1. Shareholders elected the following thirteen board members (twelve of whom are independent), with shares represented at the meeting voting in favour of individual directors as follows:

Ian R. Ashby	99.83%
Patricia M. Bedient	99.02%
Russell K. Girling	98.91%
Jean Paul Gladu	99.16%
Dennis M. Houston	99.41%
Richard M. Kruger	99.83%
Brian P. MacDonald	98.63%
Lorraine Mitchelmore	94.19%
Daniel Romasko	99.82%
Christopher R. Seasons	99.84%
M. Jacqueline Sheppard	99.76%
Eira M. Thomas	98.09%
Michael M. Wilson	97.92%

2. Shareholders appointed KPMG LLP as Suncor’s auditors.

3. Management’s approach to executive compensation (say on pay) disclosed in Suncor’s management proxy circular dated March 24, 2023 was approved with 96.42% of shares represented at the meeting voting in favour.

4. The resolution requesting Suncor produce a report outlining how its capital expenditure plans align with its 2030 emission reductions target and its 2050 net zero target was denied with 82.29% of shares represented at the meeting voting against the proposal, in line with management’s recommendation.

Note: the biographies of Board members and further details about Suncor’s corporate governance practices are available at suncor.com.

An archive of the webcast of the meeting will be available for the next 90 days at suncor.com/webcasts.

Suncor Energy
150 6 Avenue S.W. Calgary, Alberta T2P 3E3
suncor.com

Suncor Energy is Canada's leading integrated energy company. Suncor's operations include oil sands development. production and upgrading, offshore oil and gas production, petroleum refining in Canada and the U.S. and the company’s Petro-Canada retail and wholesale distribution networks, including Canada’s Electric Highway, a coast-to-coast network of fast-charging EV stations. Suncor is developing petroleum resources while advancing the transition to a low-emissions future through investment in power, renewable fuels and hydrogen. Suncor also conducts energy trading activities focused principally on the marketing and trading of crude oil, natural gas, byproducts, refined products and power. Suncor has been recognized for its performance and transparent reporting on the Dow Jones Sustainability index, FTSE4Good and CDP. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.

– 30 –

For more information about Suncor, visit our web site at suncor.com, follow us on Twitter @Suncor

Media inquiries:

1-833-296-4570

media@suncor.com

Investor inquiries:

1-800-558-9071

invest@suncor.com

EX-99.2

EXHIBIT 99.2

Report of Voting Results

Annual Meeting of Shareholders of

SUNCOR ENERGY INC.

(“Suncor”)

May 9, 2023

REPORT OF VOTING RESULTS

National Instrument 51-102 – Continuous Disclosure Obligations

Section 11.3

Matters Voted Upon

1. By resolution passed by vote conducted by ballot, the following directors were elected to hold office until the next annual meeting of shareholders:

Name	Votes For		%		Votes Against		%
Ian R. Ashby		871,673,940		99.83		1,526,907		0.17
Patricia M. Bedient		864,686,678		99.02		8,515,170		0.98
Russell K. Girling		863,710,323		98.91		9,491,524		1.09
Jean Paul Gladu		865,855,482		99.16		7,346,362		0.84
Dennis M. Houston		868,092,504		99.41		5,109,344		0.59
Richard M. Kruger		871,694,323		99.83		1,505,625		0.17
Brian P. MacDonald		861,238,848		98.63		11,962,999		1.37
Lorraine Mitchelmore		822,462,822		94.19		50,739,022		5.81
Daniel Romasko		871,662,713		99.82		1,537,853		0.18
Christopher R. Seasons		871,847,932		99.84		1,353,915		0.16
M. Jacqueline Sheppard		871,091,047		99.76		2,110,800		0.24
Eira M. Thomas		856,536,378		98.09		16,665,468		1.91
Michael M. Wilson		855,056,788		97.92		18,145,055		2.08

2. By resolution passed by vote conducted by ballot, KPMG LLP, Chartered Professional Accountants, was appointed to serve as Suncor’s independent auditors until the next annual meeting of shareholders.

3. Management’s approach to executive compensation (say on pay) disclosed in Suncor’s management proxy circular dated March 24, 2023 was approved by a vote, conducted by ballot, of 841,911,689 (96.42%) for and 31,290,252 (3.58%) against.

4. The Shareholder Proposal set forth on page A-1 of the management proxy circular dated March 24, 2023, regarding the production of a report outlining how the corporation’s capital expenditure plans align with its 2030 emissions reductions target and its 2050 net zero target, was not approved by a vote, conducted by ballot, of 154,614,693 (17.71%) for and 718,587,129 (82.29%) against.