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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 21, 2025
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 |
Name of each exchange |
||
| Common Shares | ENB | New York Stock Exchange |
Item 8.01 Other Events.
On March 21, 2025, Enbridge Inc. (the “Company”) began mailing its Notice of 2025 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 2025 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 11, 2025.
As described in the Management Information Circular, the Company will hold its 2025 Annual Meeting of Shareholders virtually, conducted via live audio webcast. Information and instructions on how to attend the virtual 2025 Annual Meeting of Shareholders are contained in the Management Information Circular. A user guide for attending the virtual 2025 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 2025 Annual Meeting and Notice of Availability of Meeting Materials (Registered) | |
| 99.2 | Notice of 2025 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 21, 2025 | By: | /s/ David Taniguchi |
||||
| David Taniguchi Vice President, Legal & Corporate Secretary (Duly Authorized Officer) |
||||||
Exhibit 99.1
Notice of 2025 annual meeting and
notice of availability of meeting materials (registered)
Throughout this notice, Enbridge and our means 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 2025 annual meeting of shareholders. We are providing you with access to the 2025 Management Information Circular, 2024 Annual Report and other related materials online instead of mailing paper copies. These materials are available at: enbridge.com/investment-center/notice-and-access 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 7, 2025 | |
| 1:30 p.m. (Mountain Time) | ||
| Where: | Virtual meeting via live audio webcast at https://meetings.lumiconnect.com/400-324-235-700, password “enbridge2025” (case sensitive).
See “How do I attend and participate at the Meeting” on page 12 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 17 – 33 | ||
| 2. | Appointment of auditors – Appointment of PricewaterhouseCoopers LLP as our independent auditors and authorize the directors to fix their remuneration. | Pages 33 – 34 | ||
| 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 34 – 35 |
Please review our Management Information Circular PRIOR to voting.
The Management Information Circular and 2024 Annual Report are available at:
enbridge.com/investment-center/notice-and-access or sedarplus.ca.
How to request paper copies of the Management Information Circular and 2024 Annual Report
Shareholders may request to receive paper copies of the Management Information Circular and 2024 Annual Report by mail, at no cost, for up to one year from March 21, 2025, 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 Time, on Tuesday, April 29, 2025.
We also provide paper copies of the Management Information Circular and our 2024 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 Time, on Monday, May 5, 2025, 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 12 and “How to vote” on page 14 of the Management Information Circular.
| To request paper copies of the Management Information Circular and/or 2024 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. |
Exhibit 99.2
Notice of 2025 annual meeting and
notice of availability of meeting materials (beneficial)
Throughout this notice, Enbridge and our means 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 2025 annual meeting of shareholders. We are providing you with access to the 2025 Management Information Circular, 2024 Annual Report and other related materials online instead of mailing paper copies. These materials are available at: enbridge.com/investment-center/notice-and-access 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 7, 2025 | |
| 1:30 p.m. (Mountain Time) | ||
| Where: | Virtual meeting via live audio webcast at https://meetings.lumiconnect.com/400-324-235-700, password “enbridge2025” (case sensitive).
See “How do I attend and participate at the Meeting” on page 12 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 17 – 33 | ||
| 2. | Appointment of auditors – Appointment of PricewaterhouseCoopers LLP as our independent auditors and authorize the directors to fix their remuneration. | Pages 33 – 34 | ||
| 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 34 – 35 | ||
Please review our Management Information Circular PRIOR to voting.
The Management Information Circular and 2024 Annual Report are available at:
enbridge.com/investment-center/notice-and-access or sedarplus.ca.
How to request paper copies of the Management Information Circular and 2024 Annual Report
Shareholders may request to receive paper copies of the Management Information Circular and 2024 Annual Report by mail, at no cost, for up to one year from March 21, 2025, 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 Time, on Tuesday, April 29, 2025.
We also provide paper copies of the Management Information Circular and our 2024 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 Time, on Monday, May 5, 2025, 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 12 and “How to vote” on page 14 of the Management Information Circular.
| To request paper copies of the Management Information Circular and/or 2024 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. |
Exhibit 99.3
USER GUIDE—VIRTUAL MEETING To start To participate online This year, the meeting will take place virtually. Make sure the browser on your device is compatible. You will be able to participate online using You will need the latest version of Chrome, Safari, Edge, your smartphone, tablet or computer. or Firefox. Internet Explorer is not supported. All shareholders and guests will be able to view a live Using your smartphone, tablet or computer, go to the webcast of the meeting. Registered shareholders and duly following address: appointed proxyholders will be able to ask questions and submit their votes in real time Meeting Access You may also provide voting instructions before the meetings.lumiconnect.com/400-324-235-700 meeting by completing the Form of Proxy or voting information form that has been provided to you. You will need the following information to log in: Important Notice for Non-Registered Holders Meeting ID Password Non-registered holders (being shareholders who hold 400-324-235-700 enbridge2025 their shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) Registered Shareholders who have not duly appointed themselves as proxy may The control number listed on your form of proxy. attend as guests but will not be able to vote or ask questions during the meeting Appointed Proxyholders If you are a non-registered holder and wish to attend and The control number or username provided participate at the meeting, you should carefully follow the by the transfer agent. instructions set out on your voting instruction form and in the management information circular relating to the meeting, in order to appoint and register yourself as proxy, Caution otherwise you will be required to login as a guest. Internal network security protocols including firewalls and For technical support, please email support- VPN connections may block access to the Lumi platform for ca@lumiglobal.com 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 To contact Computershare, please call 1-866-276-9479 restricted to security settings of your organization. (toll free in North America) or 1-514-982-8696 (outside North America). Registered Shareholders and Appointed Proxyholders Registered Shareholders Select “I have a login”. Enter the control number listed on your form of proxy and the password above. Guests Appointed Proxyholders Select “I am a guest” and fill in the form. Enter the control number or username provided by the transfer agent and the password above.
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. Once logged in, you will see the home page, where you can access the meeting information, documents and the broadcast. Voting Questions Once voting has opened, the voting tab will appear. To ask a question, select the messaging tab. Type The resolutions and voting choices will be displayed your question within the box at the top of the screen in that tab. and click the send arrow. To vote, select one of To ask a question verbally, send your phone number the voting options. and subject in the messaging tab. The Lumi Your choice will be platform will dial you in the conference. Please mute highlighted. your computer and listen to the meeting on your phone only. This will prevent any delay or feedback A confirmation from occurring. When called upon to ask your message will also question, you will be unmuted. 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 of 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.