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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 Number: 001-13928
Royal Bank of Canada
(Translation of registrant’s name into English)
| 200 Bay Street Royal Bank Plaza Toronto, Ontario Canada M5J 2J5 Attention: Senior Vice-President, Associate General Counsel & Secretary |
1 Place Ville Marie Montreal, Quebec Canada H3B 3A9 Attention: Senior Vice-President, Associate General Counsel & Secretary |
(Address of principal executive offices)
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): ☐
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.
| ROYAL BANK OF CANADA | ||||||||
| Date: April 19, 2024 | By: | /s/ Karen McCarthy |
||||||
| Name: | Karen McCarthy | |||||||
| Title: | Senior Vice-President, Associate General Counsel & Secretary |
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EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Royal Bank of Canada – Report of Voting Results (Amended) | |
Exhibit 99.1
ROYAL BANK OF CANADA
Annual Meeting of Common Shareholders
Toronto, Ontario – April 11, 2024 (Hybrid Meeting)
REPORT OF VOTING RESULTS (AMENDED)
In accordance with section 11.3 of National Instrument 51-102 Continuous Disclosure Obligations
This Report of Voting Results (Amended) has been filed to reflect a revision with respect to Proposal 2.
The following matters were voted on at the annual meeting of common shareholders of Royal Bank of Canada (the “bank”) held on April 11, 2024 (the “meeting”). Full details of these matters are set out in the management proxy circular issued in connection with the meeting, which is available on our website at rbc.com/annualmeetings; the website of our transfer agent, Computershare Trust Company of Canada, at www.envisionreports.com/RBC2024; SEDAR+ at sedarplus.ca and EDGAR at sec.gov/edgar.
| 1. | Election of Directors |
Each of the 13 nominees listed in the management proxy circular was elected as a director of the bank.
| Nominee | Votes for | % for | Votes withheld | % withheld | ||||
| Mirko Bibic |
674,163,415 | 98.85% | 7,863,217 | 1.15% | ||||
| Andrew A. Chisholm |
674,168,070 | 98.85% | 7,858,562 | 1.15% | ||||
| Jacynthe Côté |
671,611,606 | 98.47% | 10,415,024 | 1.53% | ||||
| Toos N. Daruvala |
678,506,520 | 99.48% | 3,520,178 | 0.52% | ||||
| Cynthia Devine |
674,845,798 | 98.95% | 7,180,824 | 1.05% | ||||
| Roberta L. Jamieson |
674,723,975 | 98.93% | 7,303,973 | 1.07% | ||||
| David McKay |
680,030,820 | 99.71% | 1,996,794 | 0.29% | ||||
| Amanda Norton |
680,176,767 | 99.73% | 1,850,791 | 0.27% | ||||
| Barry Perry |
680,147,360 | 99.72% | 1,880,177 | 0.28% | ||||
| Maryann Turcke |
673,598,848 | 98.76% | 8,428,688 | 1.24% | ||||
| Thierry Vandal |
677,436,955 | 99.33% | 4,590,581 | 0.67% | ||||
| Frank Vettese |
678,920,823 | 99.54% | 3,106,600 | 0.46% | ||||
| Jeffery Yabuki |
677,091,034 | 99.28% | 4,936,388 | 0.72% | ||||
| 2. | Appointment of Auditor |
PricewaterhouseCoopers LLP was appointed as the auditor of the bank.
| Votes for | % for | Votes withheld | % withheld | |||||
|
715,133,189 |
99.65% | 2,515,084 | 0.35% | |||||
| 3. | Advisory vote on the bank’s approach to executive compensation |
| Votes for | % for | Votes against | % against | |||||
|
664,956,515 |
96.27% | 25,749,058 | 3.73% | |||||
| 4. | Proposal 1: Annual disclosure of clean energy supply financing ratio - WITHDRAWN |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
N/A |
N/A | N/A | N/A | N/A | ||||
| 5. | Proposal 2: Report on the impact of oil and gas1 |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
N/A |
N/A | N/A | N/A | N/A | ||||
| 6. | Proposal 3: Executive compensation pay ratio |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
77,578,790 |
11.41% | 602,110,904 | 88.59% | 2,332,044 | ||||
| 7. | Proposal 4: In-person shareholder meetings |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
320,099,986 |
47.13% | 359,041,261 | 52.87% | 2,882,545 | ||||
| 8. | Proposal 5: Disclosure of country-by-country tax reporting |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
72,611,507 |
10.70% | 606,232,949 | 89.30% | 3,178,917 | ||||
| 9. | Proposal 6: Circular economy |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
75,633,435 |
11.15% | 602,905,731 | 88.85% | 3,484,613 | ||||
| 10. | Proposal 7: Advisory vote on environmental and climate change objectives and action plan |
| Votes for | % for | Votes against | % against | Abstentions* | ||||
|
101,264,741 |
15.10% | 569,203,290 | 84.90% | 11,560,606 | ||||
*An abstention is counted as present for quorum purposes, but is not counted as a vote cast in determining whether the requisite majority of votes cast has approved the proposal.
| 1 | Proposal 2 was not presented in person or by proxy at the meeting by the shareholder who had proposed it. As a result, Proposal 2 was not voted on at the meeting. |