EX-99.1 2 d892639dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

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 March 31, 2020 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 was mailed to shareholders prior to the Annual Meeting and is available at www.bmo.com/investorrelations.

The Board of Directors and management of the Bank recommended that shareholders vote FOR the election as director of each of the 12 nominees listed in the Management Proxy Circular, FOR the appointment of KPMG LLP as Auditors of the Bank, FOR the advisory vote on the Bank’s approach to executive compensation, FOR amending the Bank of Montreal Amended and Restated Stock Option Plan and AGAINST Shareholder Proposals one, two and three.

 

1.

Election of Directors

A ballot was conducted to vote on each resolution to appoint each of the following 12 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 Withheld
       

Janice M. Babiak

   287,076,651    98.22%   5,190,650    1.78%
       

Sophie Brochu

   291,356,153    99.69%   910,952    0.31%
       

Craig W. Broderick

   291,327,971    99.68%   939,330    0.32%
       

George A. Cope

   284,984,221    97.51%   7,283,024    2.49%
       

Christine A. Edwards

   286,552,072    98.04%   5,715,173    1.96%
       

Martin S. Eichenbaum

   291,236,048    99.65%   1,031,253    0.35%
       

Ronald H. Farmer

   278,487,715    95.29%   13,779,530    4.71%
       

David Harquail

   291,407,562    99.71%   859,683    0.29%
       

Linda S. Huber

   291,314,958    99.67%   952,343    0.33%
       

Eric R. La Flèche

   288,063,884    98.56%   4,203,417    1.44%
       

Lorraine Mitchelmore

   289,180,204    98.94%   3,087,097    1.06%
       

Darryl White

   291,345,137    99.68%   922,164    0.32%

 

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 2020 fiscal year and the outcome was as follows:

 

   
Votes For   Votes Withheld        
     
     295,201,244   96.74%   9,942,885    3.26%    

 

 

- 2 -

 

3.

Advisory Vote on the Bank’s approach to Executive Compensation

A ballot was conducted to vote for the Advisory Resolution on the Bank’s approach to Executive Compensation and the outcome was as follows:

 

   
Votes For   Votes Against        
     
     276,155,837   94.49%   16,111,622    5.51%    

 

4.

Amendments to the Bank of Montreal Amended and Restated Stock Option Plan

A ballot was conducted to vote on Amendments to the Bank of Montreal Amended and Restated Stock Option Plan and the outcome was as follows:

 

   
Votes For   Votes Against
     
     218,433,620   74.74%   73,834,014    25.26%

 

5.

Competitiveness and Protection of Personal Information

A ballot was conducted to vote on a shareholder proposal regarding Competitiveness and Protection of Personal Information and the outcome was as follows:

 

     
Votes For   Votes Against   Votes Abstain
         
     6,714,000   2.30%   284,205,854    97.24%   1,347,151    0.46%

 

6.

Diversity Target

A ballot was conducted to vote on a shareholder proposal regarding Diversity Target and the outcome was as follows:

 

     
Votes For   Votes Against   Votes Abstain
         
     14,098,406   4.83%   276,693,177    94.67%   1,475,647    0.50%

 

7.

Suggested Incongruity between Fossil Fuel Lending History, Financing Criteria and Public Statements

A ballot was conducted to vote on a shareholder proposal regarding Suggested Incongruity between Fossil Fuel Lending History, Financing Criteria and Public Statements and the outcome was as follows:

 

     
Votes For   Votes Against   Votes Abstain
         
     29,733,519   10.17%   260,960,556    89.29%   1,572,855    0.54%

 

- 3 -

 

Dated this 31st day of March, 2020.

 

Bank of Montreal

By:

  

/s/ Barbara M. Muir

 

Barbara M. Muir

 

Corporate Secretary