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6-K 1 tfii_6k_april_25_2024_pr.htm 6-K 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2024

Commission File No. 001-39224

TFI INTERNATIONAL INC.

(Translation of registrant’s name into English)

8801 Trans-Canada Highway, Suite 500

Saint-Laurent, Québec

H4S 1Z6 Canada

(Address of principal executive office)

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): ☐

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): ☐

 

EXHIBIT INDEX

 

 

 

EXHIBIT

NUMBER

EXHIBIT DESCRIPTION

 

 

99.1

 

99.2

Press Release

 

Report on Voting Results

 

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.

 

 

 

 

 

 

 

 

 

 

TFI International Inc.

 

 

 

 

Date: April 25, 2024

 

By:

/s/ Josiane M. Langlois

 

 

 

Name: Josiane M. Langlois

 

 

 

Title: Vice-President, Legal Affairs & Corporate Secretary

 
EX-99.1 2 tfii-ex99_1.htm EX-99.1 EX-99.1

img200384275_0.jpg 

Exhibit 99.1

 

TFI International Reports on Shareholders’ Voting Results for the Election of Directors

 

Montreal, Quebec, April 25, 2024 – The Board of Directors of TFI International Inc. (NYSE and TSX: TFII), a North American leader in the transportation and logistics industry, held its Annual and Special Meeting of shareholders earlier today. All candidates proposed as directors were duly elected to the Board of Directors of TFI International by a majority of the votes cast by shareholders represented by proxy at the Meeting, as follows:

 

NAME

FOR

AGAINST

Number

%

Number

%

Leslie Abi-Karam

65,868,915

97.58

1,633,252

2.42

Alain Bédard

64,468,431

95.51

3,033,736

4.49

André Bérard

61,600,116

91.26

5,902,050

8.74

William T. England

66,234,796

98.12

1,267,371

1.88

Diane Giard

67,282,341

99.67

219,827

0.33

Debra Kelly-Ennis

67,276,243

99.67

225,925

0.33

Neil D. Manning

62,670,196

92.84

4,831,970

7.16

Sébastien Martel

67,339,865

99.76

162,302

0.24

John M. Pratt

67,334,374

99.75

167,793

0.25

Joey Saputo

63,036,934

93.39

4,465,233

6.61

Rosemary Turner

66,957,915

99.19

544,253

0.81

 

ABOUT TFI INTERNATIONAL

TFI International Inc. is a North American leader in the transportation and logistics industry, operating across the United States, Canada and Mexico through its subsidiaries. TFI International creates value for shareholders by identifying strategic acquisitions and managing a growing network of wholly-owned operating subsidiaries. Under the TFI International umbrella, companies benefit from financial and operational resources to build their businesses and increase their efficiency. TFI International companies service the following segments:

•
Package and Courier;
•
Less-Than-Truckload;
•
Truckload;
•
Logistics.

 

TFI International Inc. is publicly traded on the New York Stock Exchange and the Toronto Stock Exchange under the symbol TFII. For more information, visit www.tfiintl.com.

 

For further information:

Alain Bédard

Chairman, President and CEO

TFI International Inc.

647-729-4079

abedard@tfiintl.com

 

EX-99.2 3 tfii-ex99_2.htm EX-99.2 EX-99.2

 

img201307796_0.jpg 

 

Exhibit 99.2

April 25, 2024

 

TO:

Autorité des marchés financiers

 

Alberta Securities Commission

 

Saskatchewan Financial Services Commission, Securities Division

 

Manitoba Securities Commission

 

Ontario Securities Commission

 

Office of the Administrator of Securities, New Brunswick

 

Nova Scotia Securities Commission

 

Registrar of Securities, Prince Edward Island

 

Securities Commission of Newfoundland and Labrador

 

 

RE:

Report of Voting Results pursuant to section 11.3 of National Instrument 51‑102 –

 

Continuous Disclosure Obligations (“NI 51‑102”)

 

Dear Sirs:

 

Following the annual meeting of shareholders of TFI International Inc. (the “Corporation”) held on April 25, 2024 (the “Meeting”), and in accordance with section 11.3 of NI 51‑102, we hereby advise you of the following voting results obtained at the Meeting:

 

1.
Election of Directors of the Corporation

 

A ballot was conducted with respect to the election of directors. The eleven individuals named below were elected as directors of the Corporation until the next annual meeting of shareholders, with the following results:

 

NAME

FOR

AGAINST

Number

%

Number

%

Leslie Abi-Karam

65,868,915

97.58

1,633,252

2.42

Alain Bédard

64,468,431

95.51

3,033,736

4.49

André Bérard

61,600,116

91.26

5,902,050

8.74

William T. England

66,234,796

98.12

1,267,371

1.88

Diane Giard

67,282,341

99.67

219,827

0.33

Debra Kelly-Ennis

67,276,243

99.67

225,925

0.33

Neil D. Manning

62,670,196

92.84

4,831,970

7.16

Sébastien Martel

67,339,865

99.76

162,302

0.24

John M. Pratt

67,334,374

99.75

167,793

0.25

Joey Saputo

63,036,934

93.39

4,465,233

6.61

Rosemary Turner

66,957,915

99.19

544,253

0.81

 

- 2 -

2.
Appointment of Auditors

 

KPMG LLP were appointed as auditors of the Corporation by voice vote.

 

Proxies received by the Corporation prior to the Meeting with respect to the appointment were as follows:

 

Votes For

Votes Withheld

Number

%

Number

%

66,235,336

97.18

1,918,556

2.82

 

3.
Advisory Vote on Executive Compensation (“Say on Pay”)

 

A resolution set out in the management proxy circular of the Corporation dated March 13, 2024 (the “Circular”) approving, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, the compensation of the Corporation’s Named Executive Officers as disclosed in the Circular, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure, was adopted on a voice vote.

 

Proxies received by the Corporation prior to the Meeting with respect to the resolution were as follows:

 

For

Against

Number

%

Number

%

62,149,267

92.07

5,352,901

7.93

 

TFI INTERNATIONAL INC.

 

 

 

per:(signed) Josiane M. Langlois

Josiane M. Langlois, Secretary