8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 29, 2005

Vitran Corporation Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Ontario	000-26256	000000000
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
185 The West Mall , Suite 701, Toronto, Ontario		M9C 5L5
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 416-452-7664

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On April 20, 2005 the Registrant held its Annual & Special Meeting of shareholders, attached hereto as Exhibit 99.1.1, is the Scrutineers’s Report outlining the results of matters voted upon, and such is incorporated in its entirety by reference herein.

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 hereunto duly authorized.

	Vitran Corporation Inc.
April 29, 2005	By:	/s/ SEAN P. WASHCHUK
		Name: SEAN P. WASHCHUK
		Title: Vice President, Finance and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1.1	Final Scrutineers' Report - dated April 20, 2005

EX-99.1.1

FINAL SCRUTINEERS’ REPORT

VITRAN CORPORATION INC.

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON APRIL 20, 2005

The undersigned Scrutineers hereby report that there are 5 registered shareholders and proxyholders present representing 136,354

shares, and that there are 103 proxies representing 10,574,211 shares, for a total representing in person and by proxy of

10,710,565 shares (86.2%)

Dated at Toronto the 20^th day of April, 2005

Of the proxies received, the following shares were voted Withhold/Against:

1.Election of Directors.
Richard D. McGraw		555,650	Withhold
Rick E. Gaetz		63,100	Withhold
Anthony F. Griffiths		558,650	Withhold
Graham W. Savage		52,500	Withhold
Georges L Hébert		50,500	Withhold
William S. Deluce		50,500	Withhold
2.To appoint KPMG LLP as auditor of the Company and to authorize the directors to fix the remuneration.	8,799		Withhold
3.To confirm the resolution authorizing the amendment of by-law No. 6 of the Company so that the quorum for shareholders’ meeting of the Company would comply with the NASDAQ requirements.	12,300		Against

/s/ SHIRLEY YUEN     
Shirley Yuen
Scrutineer

/s/ CHRISTINE LAWTON      
Christine Lawton
Scrutineer
COMPUTERSHARE TRUST COMPANY OF CANADA

The figures reported by Computershare in our capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders combined with unaudited reports of beneficial holder voting supplied by third parties. As such, we are only responsible for and warrant the accuracy of own our tabulation. Computershare is not responsible for and does not warrant the accuracy of unaudited reports of beneficial holder voting supplied by third parties.