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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, 2025 | 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 7, 2025 | “Shawn Poirier” | |
| Shawn
Poirier Assistant Corporate Secretary |
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | News Release dated May 6, 2025, Suncor Energy reports voting results from Annual General Meeting | |
| 99.2 | Report of Voting Results |
Exhibit 99.1
 |
News Release |
FOR IMMEDIATE RELEASE
Suncor Energy reports voting results from Annual General Meeting
Calgary, Alberta (May 6, 2025) – Suncor Energy (TSX: SU) (NYSE: SU) held its Annual General Meeting in Calgary today. A total of 868,548,152 shares (approximately 70.29% 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 eleven board members (ten of whom are independent), with shares represented at the meeting voting in favour of individual directors as follows: |
Ian R. Ashby 98.77%
Patricia M. Bedient 98.54%
Russell Girling 97.06%
Jean Paul (JP) Gladu 98.17%
Richard M. Kruger 99.19%
Brian P. MacDonald 98.59%
Lorraine Mitchelmore 94.68%
Jane L. Peverett 98.43%
Daniel Romasko 98.55%
Christopher R. Seasons 98.65%
M. Jacqueline Sheppard 98.26%
| 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 February 26, 2025 was approved with 97.06% of shares represented at the meeting voting in favour. |
| 4. | The resolution requesting Suncor commission and issue a report to itemize the impacts and quantify the costs of its commitment to achieve Net Zero by 2050 was denied with 98.50% 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 production; petroleum refining in Canada and the U.S.; and the company’s Petro-CanadaTM retail and wholesale distribution networks (including Canada’s Electric HighwayTM, 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 investments in power and renewable fuels. Suncor also conducts energy trading activities focused primarily on the marketing and trading of crude oil, natural gas, byproducts, refined products and power. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.
For more information about Suncor, visit our website at suncor.com.
Media inquiries:
(833) 296-4570
media@suncor.com
Investor inquiries:
invest@suncor.com
Exhibit 99.2
Annual Meeting of Shareholders of
SUNCOR ENERGY INC.
(“Suncor”)
May 6, 2025
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 | 818,903,558 | 98.77% | 10,229,240 | 1.23% | |||||||||
| Patricia M. Bedient | 817,042,560 | 98.54% | 12,090,148 | 1.46% | |||||||||
| Russell K. Girling | 804,731,872 | 97.06% | 24,400,924 | 2.94% | |||||||||
| Jean Paul Gladu | 813,925,198 | 98.17% | 15,207,601 | 1.83% | |||||||||
| Richard M. Kruger | 822,452,649 | 99.19% | 6,680,148 | 0.81% | |||||||||
| Brian P. MacDonald | 817,472,957 | 98.59% | 11,659,838 | 1.41% | |||||||||
| Lorraine Mitchelmore | 784,992,726 | 94.68% | 44,140,072 | 5.32% | |||||||||
| Jane L. Peverett | 816,115,852 | 98.43% | 13,016,941 | 1.57% | |||||||||
| Daniel Romasko | 817,087,716 | 98.55% | 12,045,081 | 1.45% | |||||||||
| Christopher R. Seasons | 817,928,555 | 98.65% | 11,204,244 | 1.35% | |||||||||
| M. Jacqueline Sheppard | 814,710,007 | 98.26% | 14,422,787 | 1.74% | |||||||||
| 2. | KPMG LLP, Chartered Professional Accountants, was appointed to serve as Suncor’s independent auditors until the next annual meeting of shareholders, approved by a vote, conducted by ballot, of 867,481,183 (99.88%) for and 1,066,370 (0.12%) withheld. |
| 3. | Management’s approach to executive compensation (say on pay) disclosed in Suncor’s management proxy circular dated February 26, 2025 was approved by a vote, conducted by ballot, of 804,732,992 (97.06%) for and 24,399,795 (2.94%) against. |
| 4. | Shareholder Proposal No. 1, set forth on page A-1 of Schedule A of the management proxy circular dated February 26, 2025, for Suncor to commission and issue a report to itemize the impacts and quantify the costs of its commitment to achieve Net Zero by 2050, was not approved by a vote, conducted by ballot, of 12,461,838 (1.50%) for and 816,667,805 (98.50%) against. |