Entire Document

Enbridge Inc. filed this Form 8-K on 3/22/2024

8-K
0000895728 false 0000895728 2024-03-22 2024-03-22

 

 

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): March 22, 2024

 

 

 

LOGO

ENBRIDGE INC

(Exact Name of Registrant as Specified in Charter)

 

 

 

Canada   001-15254   98-0377957

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

200, 425 - 1st Street S.W.
Calgary, Alberta, Canada T2P 3L8
(Address of Principal Executive Offices) (Zip Code)

1 -403-231-3900

(Registrant’s telephone number, including area code)

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)

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Shares   ENB   New York Stock Exchange

 

 

 

Item 8.01 Other Events.

On March 22, 2024, Enbridge Inc. (the “Company”) began mailing its Notice of 2024 Annual Meeting and Notice of availability of meeting materials (the “Notice”) to shareholders of the Company. Copies of the Notice mailed to registered shareholders and to beneficial shareholders of the Company are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The Company previously filed its Notice of 2024 Annual Meeting of Shareholders and Management Information Circular (the “Management Information Circular”) as Exhibit 99.1 to the Company’s current report on Form 8-K filed March 12, 2024.

As described in the Management Information Circular, the Company will hold its 2024 Annual Meeting of Shareholders virtually, conducted via live audio webcast. Information and instructions on how to attend the virtual 2024 Annual Meeting of Shareholders are contained in the Management Information Circular. A user guide for attending the virtual 2024 Annual Meeting of Shareholders is attached hereto as Exhibit 99.3.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number		   

Description

99.1    Notice of 2024 Annual Meeting and Notice of Availability of Meeting Materials (Registered)
99.2    Notice of 2024 Annual Meeting and Notice of Availability of Meeting Materials (Beneficial)
99.3    Virtual AGM User Guide
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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.

 

   

ENBRIDGE INC.

(Registrant)

Date: March 22, 2024     By:  

/s/ Karen K.L. Uehara

     

Karen K.L. Uehara

Vice President, Corporate & Corporate Secretary

(Duly Authorized Officer)
EX-99.1

Exhibit 99.1

Notice of 2024 annual meeting and

notice of availability of meeting materials (registered)

 

LOGO

Throughout this notice, Enbridge and our mean Enbridge Inc. and you, your, and shareholder mean a registered holder of common shares of Enbridge.

As permitted by Canadian securities regulators, Enbridge is using notice-and-access to deliver the materials for our 2024 annual meeting of shareholders. We are providing you with access to the 2024 Management Information Circular, 2023 Annual Report and other related materials online instead of mailing paper copies. These materials are available at: enbridge.com/noticeandaccess or sedarplus.ca. Notice-and-access is an environmentally-friendly and cost-effective way to distribute the materials because it reduces printing, paper and postage. Enclosed with this notice is a form of proxy so you can vote your shares.

 

 Annual meeting date and location
  When:    May 8, 2024
   1:30 p.m. (Mountain Daylight Time)
  Where:   

Virtual meeting via live audio webcast at web.lumiagm.com/434843715,

password “enbridge2024” (case sensitive).

 

See “How do I attend and participate at the Meeting” on page 13 of the Management Information Circular or your form of proxy for instructions on how to attend the annual meeting of shareholders online.

Items of business to be voted on at the annual meeting of shareholders

The following items of business are described in the “Business of the Meeting” section of the Management Information Circular.

 

          Refer to the Management
Information Circular
 1.    Election of directors – Election of the 12 director nominees identified in the Management Information Circular to serve as directors until the end of our next annual meeting of shareholders.    Pages 18 – 34
 2.    Appointment of auditors – Appointment of PricewaterhouseCoopers LLP as our independent auditors and authorize the directors to fix their remuneration.    Pages 34 – 36
 3.    Advisory vote on executive compensation – Non-binding advisory vote to accept our approach to executive compensation as disclosed in the Management Information Circular.    Page 36
 4 – 5.    Shareholder proposals – Vote on the shareholder proposals, as set out in Appendix A of the Management Information Circular.    Page 36 and Appendix A

Please review our Management Information Circular PRIOR to voting.

The Management Information Circular and 2023 Annual Report are available at:

enbridge.com/noticeandaccess or sedarplus.ca.

 

 

LOGO

How to request paper copies of the Management Information Circular and 2023 Annual Report

Shareholders may request to receive paper copies of the Management Information Circular and 2023 Annual Report by mail, at no cost, for up to one year from March 22, 2024, by using the Control Number located on the enclosed form of proxy. You will not be sent another form of proxy, so please retain the one mailed to you so you can vote your shares.

To request a paper copy before the meeting date, please call the number below and follow the instructions using the 15-digit Control Number located on your form of proxy.

Toll free at 1-866-962-0498 (within North America) or 1-514-982-8716 (outside North America).

To ensure you receive the materials in advance of the voting deadline, all requests should be received no later than 5:00 p.m., Mountain Daylight Time, on Tuesday, April 30, 2024.

We also provide paper copies of the Management Information Circular and our 2023 Annual Report to shareholders who have standing instructions to receive, or for whom Enbridge has otherwise received a request to provide, paper copies of materials.

How to vote your shares

You cannot vote by returning this notice. To vote your shares other than by attending the Annual Meeting online you must use one of the following voting methods, which are also outlined in your enclosed form of proxy.

 

   
Internet:    investorvote.com
   
Telephone:    1-866-732-VOTE (8683)
Mail:    Return the enclosed form of proxy in the accompanying pre-paid envelope to the address indicated thereon.

To be valid, your voting instructions must be received by 1:30 p.m., Mountain Daylight Time, on Monday, May 6, 2024, or, in the case of any adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting. For instructions on how to attend and vote your Enbridge shares at the Annual Meeting online, see your enclosed form of proxy or “How do I attend and participate at the Meeting” on page 13 and “How to vote” on page 15 of the Management Information Circular.

 

To request paper copies of the Management Information Circular and/or 2023 Annual Report after the meeting date, or if you have any questions about notice and access, please contact our Investor Relations line at 1-800-481-2804 (within North America) or at investor.relations@enbridge.com.

 

 

LOGO

EX-99.2

Exhibit 99.2

Notice of 2024 annual meeting and

notice of availability of meeting materials (beneficial)

 

LOGO

Throughout this notice, Enbridge and our mean Enbridge Inc. and you, your, and shareholder mean a beneficial holder of common shares of Enbridge.

As permitted by Canadian securities regulators, Enbridge is using notice-and-access to deliver the materials for our 2024 annual meeting of shareholders. We are providing you with access to the 2024 Management Information Circular, 2023 Annual Report and other related materials online instead of mailing paper copies. These materials are available at: enbridge.com/noticeandaccess or sedarplus.ca. Notice-and-access is an environmentally-friendly and cost-effective way to distribute the materials because it reduces printing, paper and postage. Enclosed with this notice is a voting instruction form so you can vote your shares.

 

 

 Annual meeting date and location
  When:    May 8, 2024
   1:30 p.m. (Mountain Daylight Time)
  Where:   

Virtual meeting via live audio webcast at web.lumiagm.com/434843715,

password “enbridge2024” (case sensitive).

 

See “How do I attend and participate at the Meeting” on page 13 of the Management Information Circular or your voting instruction form for instructions on how to attend the annual meeting of shareholders online.

Items of business to be voted on at the annual meeting of shareholders

The following items of business are described in the “Business of the Meeting” section of the Management Information Circular.

 

          Refer to the Management
Information Circular
 1.    Election of directors – Election of the 12 director nominees identified in the Management Information Circular to serve as directors until the end of our next annual meeting of shareholders.    Pages 18 – 34
     
 2.    Appointment of auditors – Appointment of PricewaterhouseCoopers LLP as our independent auditors and authorize the directors to fix their remuneration.    Pages 34 – 36
 3.    Advisory vote on executive compensation—Non-binding advisory vote to accept our approach to executive compensation as disclosed in the Management Information Circular.    Page 36
     
 4 – 5.   

Shareholder proposals – Vote on the shareholder proposals, as set out in Appendix A of the Management Information Circular.

 

    Page 36 and Appendix A

Please review our Management Information Circular PRIOR to voting.

The Management Information Circular and 2023 Annual Report are available at:

enbridge.com/noticeandaccess or sedarplus.ca.

 

 

LOGO

How to request paper copies of the Management Information Circular and 2023 Annual Report

Shareholders may request to receive paper copies of the Management Information Circular and 2023 Annual Report by mail, at no cost, for up to one year from March 22, 2024, by using the Control Number located on the enclosed voting instruction form. You will not be sent another voting instruction form, so please retain the one mailed to you so you can vote your shares.

To request a paper copy before the meeting date, please call the number below and follow the instructions using the 16-digit Control Number located on your voting instruction form.

Toll free at 1-877-907-7643 (within North America) or

direct at 303-562-9305 (English) 303-562-9306 (French) (outside North America).

To ensure you receive the materials in advance of the voting deadline, all requests should be received no later than 5 p.m., Mountain Daylight Time, on Tuesday, April 30, 2024.

We also provide paper copies of the Management Information Circular and our 2023 Annual Report to shareholders who have standing instructions to receive, or for whom Enbridge has otherwise received a request to provide, paper copies of materials.

How to vote your shares

You cannot vote by returning this notice. To vote your shares you must use one of the following voting methods, which are also outlined in your enclosed voting instruction form.

 

      Canada (and elsewhere other than the U.S.)    United States
 Internet:    Follow the instructions at proxyvote.com using the 16-digit Control Number from your voting instruction form.
 Telephone:   

1-800-474-7493 (English)

1-800-474-7501 (French)

    1-800-454-8683 (United States)
     You will need the 16-digit Control Number on your voting instruction form to vote by telephone.
 Mail:    Return your voting instruction form in the accompanying pre-paid envelope to:
   Data Processing Centre    Proxy Services
   P.O. Box 3700, Stn Industrial Park    P.O. Box 9104
   Markham, Ontario L3R 9Z9    Farmingdale, New York
     Canada    11735-9533 USA

Subject to the next paragraph, to be valid, your voting instructions must be received by 1:30 p.m., Mountain Daylight Time, on Monday, May 6, 2024, or, in the case of any adjournment or postponement of the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time of the adjourned or postponed meeting.

Notwithstanding the previous paragraph, your voting instruction form may provide for an earlier voting deadline in order to process your votes in a timely manner. To ensure your votes are counted, you should ensure your voting instruction form is submitted in the timeline provided for on such voting instruction form.

For instructions on how to attend the Annual Meeting online and vote your Enbridge shares as a duly appointed proxyholder, at the Annual Meeting online, see your enclosed voting instruction form or “How do I attend and participate at the Meeting” on page 13 and “How to vote” on page 15 of the Management Information Circular.

 

To request paper copies of the Management Information Circular and/or 2023 Annual Report after the meeting date, or if you have any questions about notice and access, please contact our Investor Relations line at 1-800-481-2804 (within North America) or at investor.relations@enbridge.com.

 

LOGO

EX-99.3

Exhibit 99.3

 

LOGO

To startThis year, the meeting will take place virtually. You will be able to participate online using your smartphone, tablet or computer. All shareholders and guests will be able to view a live webcast of the meeting. Registered shareholders and duly appointed proxyholders will be able to ask questions and submit their votes in real time.You may also provide voting instructions before the meeting by completing the Form of Proxy or voting information form that has been provided to you.Important Notice for Non-Registered HoldersNon-registered holders (being shareholders who hold their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxy may attend as guests but will not be able to vote or ask questions during the meeting.If you are a non-registered holder and wish to attend and participate at the meeting, you should carefully follow the instructions set out on your voting information form and in the management information circular relating to the meeting, in order to appoint and register yourself as proxy, otherwise you will be required to login as a guest.For technical support, please email support-ca@lumiglobal.com.To contact Computershare, please call 1-866-276-9479 (toll free in North America) or 1-514-982-8696 (outside North America).Registered Shareholders and Appointed ProxyholdersSelect “I have a login”.GuestsSelect “I am a guest” and fill in the form.To participate onlineMake sure the browser on your device is compatible. You will need the latest version of Chrome, Safari, Edge, or Firefox. Internet Explorer is not supported. Using your smartphone, tablet or computer, go to the following address:Meeting Access web.lumiagm.com/434843715You will need the following information to login:Meeting ID Password434-843-715 enbridge2024 (case sensitive)Registered ShareholdersThe control number listed on your form of proxy. Appointed Proxyholder The username provided by the transfer agent.CautionInternal network security protocols including firewalls and VPN connections may block access to the Lumi platform for your meeting. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization.Registered ShareholdersEnter the control number listed on your form of proxy and the password above.Appointed ProxyholderEnter the username provided by the transfer agent and the password above.

LOGO

Once logged in, you will see the home page, where you can access the meeting information, documents and the broadcast.VotingOnce voting has opened, the voting tab will appear. The resolutions and voting choices will be displayed in that tab.To vote, select one of the voting options. Your choice will be highlighted. A confirmation message will also appear to show your vote has been received.The number of resolutions for which you have voted, or not yet voted, is displayed at the top of the screen. You can change your votes until the end the voting period by simply selecting another choice.You will continue to hear the meeting proceedings. To return to the broadcast tab on mobile, tap on the broadcast button after having voted.To watch the meeting, press on the broadcast icon. On a computer, the broadcast will appear automatically at the right-side once the meeting has started.QuestionsTo ask a question, select the messaging tab. Type your question within the box at the top of the screen and click the send arrow.