Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
January 23 2024 - 4:27PM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of January 2024
Commission File Number: 001-02413
Canadian National Railway
Company
(Translation of registrant’s name into English)
935 de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(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:
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):
Indicate by check mark whether by furnishing the
information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934:
If “Yes” is marked, indicate below
the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
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.
| |
Canadian National Railway Company |
| |
|
| Date: January 23, 2024 |
By: |
|
| |
|
Name: |
Cristina Circelli |
|
|
|
Title: |
Vice-President, Corporate Secretary and General Counsel |
CANADIAN NATIONAL RAILWAY COMPANY
Table of Contents
| Form: 12│Issuer Name: CANADIAN NATIONAL RAILWAY COMPANY | |
Stock Symbol: CNR |
Please refer to the filing instructions for assistance filling
out this form.
| 1. | Securities
Sought – State the following: |
| a) | Class(es) of securities subject to the NCIB: Common Shares |
| b) | Total number of securities: |
| i) | issued and outstanding (number must be within two calendar weeks of
the commencement date of the NCIB): (as of January 18, 2024): 642,832,885 Common
Shares |
| ii) | if applicable, in the total public float: (as of January 18,
2024): 568,002,080 Common Shares |
| c) | Percentage of securities that may be purchased under the NCIB: |
| i) | % of issued and outstanding (maximum 5%): 4.98% |
| ii) | % of the public float, as the case may be (maximum 10%): 5.63% |
| d) | Maximum number of securities that may be acquired under the NCIB:
56,800,208 Common Shares. |
| e) | Number of securities the issuer actually intends to acquire under
the NCIB (i.e., not necessarily the maximum): Up to 32,000,000 common shares. |
| f) | Is the issuer an investment fund: No. |
| (a) | the average daily trading volume for six months prior to date hereof:
1,055,162 Common Shares traded daily on average for the period of July 1, 2023 to
December 31, 2023. |
| (b) | the number of shares purchased pursuant to a previous NCIB on TSX during
the most recent six calendar months: 15,035,574 Common Shares for the period of July 1,
2023 to December 31, 2023. |
| (c) | the daily limit (25% of ADTV): 263,790 Common Shares |
| g) | Does the issuer have a class of restricted securities: No. |
If the answer is YES: n/a
| i) | describe the voting rights of all equity securities: n/a |
| ii) | if the issuer does not propose to make the same NCIB for all classes
of voting and equity securities, the reasons for so limiting the NCIB: n/a |
Form 12 – Notice of Intention to make a Normal Course Issuer Bid
(as at May 5, 2022) | |
© 2022, TSX Inc. |
| Form: 12│Issuer Name: CANADIAN NATIONAL RAILWAY COMPANY | |
Stock Symbol: CNR |
| h) | Whether the securities are going to be cancelled. If such securities
are not cancelled, state how such securities will be dealt with: Securities will be cancelled. |
| 2. | Duration – State
the dates on which the NCIB will commence and terminate. The NCIB may not extend for a period
of more than one year from the date on which purchases may commence. (i.e. May 1, 2004
to April 30, 2005): February 1, 2024 up to and including January 31, 2025. |
| 3. | Method
of Acquisition – State the following: |
| a) | whether
purchases will be effected through the facilities of TSX and identify any other exchanges
or market places on which purchases will be made: Purchases will be effected through
the TSX, alternative trading systems in Canada, the NYSE or alternative trading systems in
the United States, if eligible, including by prearranged crosses. |
| b) | whether purchase and payment for the securities will be made by the
issuer in accordance with the requirements of TSX: Yes, and in accordance with the requirements
of NYSE. |
| c) | whether
the price that the issuer will pay for any securities acquired by it will be the market price
of the securities at the time of acquisition: Yes, plus brokerage fees. All of the Common
Shares purchased will be cancelled. |
| d) | whether purchases (other than by way of exempt offer) will be made
other than by means of open market transactions during the period the NCIB is outstanding:
Purchases under the Normal Course Issuer Bid will be conducted through a combination of
discretionary transactions and automatic repurchase plans through the facilities of the TSX,
the NYSE or alternative trading systems, if eligible. Purchases under the Normal Course Issuer
Bid may also be conducted using derivative-based programs, accelerated share repurchase transactions,
or other methods of acquiring shares, subject to any required regulatory approvals and on
such terms and at such times as shall be permitted by applicable laws. |
| 4. | Consideration
Offered – State whether there are any restrictions on the price the offeror
is prepared to pay and any other restrictions relating to the NCIB, such as specific funds
available, method of purchasing, etc.: None. |
| 5. | Reasons
for the NCIB – State the purpose or business reasons for the NCIB: CNR believes that the repurchase of its shares represents
an appropriate and beneficial use of the Company’s funds. |
| 6. | Valuation
– State whether there has been any appraisal or valuation of the issuer
to the best knowledge of the directors or officers of the issuer, after reasonable enquiry,
regarding the issuer, its material assets or securities prepared within the two years preceding
the date of the notice, together with a statement of a reasonable time and place at which
such appraisal or valuation, or a copy thereof, may be inspected. For this purpose, the phrase
appraisal or valuation means both an independent appraisal or valuation and a material non-independent
appraisal or valuation. If there has been such an appraisal or valuation, include a summary
of such appraisal or valuation: |
Form 12 – Notice of Intention to make a Normal Course Issuer Bid
(as at May 5, 2022) | |
© 2022, TSX Inc. |
| Form: 12│Issuer Name: CANADIAN NATIONAL RAILWAY COMPANY | |
Stock Symbol: CNR |
To the best knowledge
of CNR’s directors and officers, after reasonable enquiry, CNR has not, in the past two-year period preceding the date hereof,
obtained an appraisal or valuation regarding CNR or its material assets or securities.
| 7. | Previous
Purchases – Where the issuer has purchased securities under a NCIB within
the past 12 months, state the following: |
| a) | method of acquisition: Through
the TSX. |
| b) | the number of securities sought and approved for purchase: Up
to 32,000,000 common shares. |
| c) | the number of securities actually purchased: As at January 18,
2024, a total of 27,831,537Common Shares had been purchased. |
| d) | the weighted average price paid per security: As at January 18,
2024, the weighted average price paid per security was C$156.25, excluding brokerage fees. |
| 8. | Persons
Acting Jointly or In Concert with the Issuer – Disclose the identity of
any party acting jointly or in concert with the issuer: None. |
| 9. | Acceptance by Insiders, Affiliates and Associates – |
| a) | name of every director or senior officer of the issuer who intends
to sell securities of the issuer during the course of the NCIB: None - See Note below. |
| b) | where their intention is known after reasonable enquiry, the name
of every associate of a director or senior officer of the issuer, person acting jointly or
in concert with the issuer, or person holding 10% or more of any class of equity securities
of the issuer, who intends to sell securities: See Note below. |
Note: Except as set out below, to the knowledge of the
directors and senior officers of CNR, after reasonable enquiry, no director or senior officer of CNR and no associate of a director or
senior officer of CNR or any person acting jointly or in concert with CNR, or any person holding 10% or more of any class of equity securities
of CNR, has any present intention to sell Common Shares during the period of the Offer. However, sales of Common Shares through the facilities
of exchanges or otherwise by any of these persons or companies may occur during such period in the event that the circumstances or decisions
of any such person or company change or their personal circumstances require such sales. Notwithstanding the above, certain senior officers
of CNR may exercise options to purchase Common Shares under the existing stock option plans of CNR and in turn sell Common Shares in
open market transactions.
| 10. | Benefits
from the NCIB – State direct or indirect benefits to any of the persons
or companies named in item 9 of selling or not selling securities of the issuer during the
course of the NCIB. An answer to this item is not required where the benefits to such person
or company of selling or not selling securities are the same as the benefits to any other
securityholder who sells or does not sell: None. |
Form 12 – Notice of Intention to make a Normal Course Issuer Bid
(as at May 5, 2022) | |
© 2022, TSX Inc. |
| Form: 12│Issuer Name: CANADIAN NATIONAL RAILWAY COMPANY | |
Stock Symbol: CNR |
| 11. | Material
Changes in the Affairs of the Issuer – Disclose any previously undisclosed
material changes or plans or proposals for material changes in the affairs of the issuer:
None. |
| 12. | Participating Organization Information – |
| |
Canada |
U.S. |
| (a) Name
of brokerage firm: |
BMO
Nesbitt Burns Inc. |
BNP
Paribas Securities Corp |
| (b) Name
of registered representative: |
James
Ehrensperger |
John
Nunziata |
| (c) Address
of brokerage firm: |
1 First Canadian Place,
3rd Floor Podium
Toronto, ON M5X 1H3 |
787 Seventh Avenue
3rd floor
New York, NY 10019 |
| (d) Fax
number: |
n/a |
n/a |
| (e) Telephone
number: |
416-359-4351 |
1-917-286-8864 |
| 13. | Disclose any significant information regarding the NCIB not
disclosed above, including any details regarding the use of put options or forward purchase
contracts in conjunction with the NCIB: |
CNR entered into an automatic purchase plan on January 23,
2024, to repurchase a portion of the shares subject to the NCIB.
Form 12 – Notice of Intention to make a Normal Course Issuer Bid
(as at May 5, 2022) | |
© 2022, TSX Inc. |
| Form: 12│Issuer Name: CANADIAN NATIONAL RAILWAY COMPANY | |
Stock Symbol: CNR |
| 14. | Certificate
– The undersigned, a director or senior officer of the issuer duly authorized
by the issuer’s board of directors, certifies that this notice is complete and accurate
and in compliance with Section 629 of the TSX Company Manual. This notice contains
no untrue statement of a material fact and does not omit to state a material fact that is
required to be stated or that is necessary to make a statement not misleading in the light
of the circumstances in which it is made. |
| |
(s) Bernd Beyer |
|
| |
Bernd
Beyer |
|
| | Vice-President and Treasurer | |
| TITLE | |
| | | |
| | January 23, 2024 | |
Form 12 – Notice of Intention to make a Normal Course Issuer Bid
(as at May 5, 2022) | |
© 2022, TSX Inc. |
Canadian National Railway (NYSE:CNI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Canadian National Railway (NYSE:CNI)
Historical Stock Chart
From Apr 2023 to Apr 2024
