REPORT
UNDER
NATIONAL INSTRUMENT
51-102
REPORT OF VOTING
RESULTS
To: Canadian Securities Administrators
In accordance with section 11.3 of
National Instrument 51-102 - Continuous Disclosure Obligations, the
following sets out the matters voted on at the Annual Meeting of
Shareholders of Bank of Montreal (the "Bank") held on April 16,
2024 and, as such votes were conducted by ballot, the number and
percentage of votes cast FOR, AGAINST/WITHHELD from each
vote. Each of the matters set out below is described in
greater detail in the Notice of Annual Meeting of Shareholders and
Management Proxy Circular which is available at www.bmo.com/investorrelations.
The Board of Directors and
management of the Bank recommended that shareholders vote FOR the
election of each of the 13 director nominees listed in the
Management Proxy Circular, FOR the appointment of KPMG LLP as
Auditors of the Bank, FOR the advisory vote on the Bank's approach
to executive compensation, and AGAINST Shareholder Proposals No. 1,
2, 3, 4 and 5.
1. Election of Directors
A ballot was conducted to vote on
each resolution to appoint each of the following 13 nominees as a
Director of the Bank to serve until the next Annual Meeting of
Shareholders of the Bank or until their resignation or their
successor is elected or appointed, and the outcome was as
follows:
Nominee
|
Votes For
|
Votes
Withheld
|
Janice M. Babiak
|
342,157,861
|
97.36%
|
9,271,842
|
2.64%
|
Craig W. Broderick
|
347,929,389
|
99.00%
|
3,500,313
|
1.00%
|
Hazel Claxton
|
350,277,619
|
99.67%
|
1,152,183
|
0.33%
|
George A. Cope
|
334,780,073
|
95.26%
|
16,649,729
|
4.74%
|
Stephen Dent
|
350,489,694
|
99.73%
|
939,655
|
0.27%
|
Christine A. Edwards
|
340,920,673
|
97.01%
|
10,508,676
|
2.99%
|
Martin S. Eichenbaum
|
349,808,876
|
99.54%
|
1,620,472
|
0.46%
|
David Harquail
|
350,281,227
|
99.67%
|
1,148,121
|
0.33%
|
Linda S. Huber
|
350,224,200
|
99.66%
|
1,205,559
|
0.34%
|
Eric R. La Flèche
|
346,253,767
|
98.53%
|
5,176,036
|
1.47%
|
Lorraine Mitchelmore
|
347,954,785
|
99.01%
|
3,474,973
|
0.99%
|
Madhu Ranganathan
|
318,658,988
|
90.68%
|
32,770,815
|
9.32%
|
Darryl White
|
349,208,736
|
99.37%
|
2,221,067
|
0.63%
|
2. Appointment of Shareholders'
Auditors
A ballot was conducted to vote on
the resolution to appoint the firm of KPMG LLP as the auditors of
the Bank for the 2024 fiscal year and the outcome was as
follows:
Votes For
|
Votes
Withheld
|
334,255,699
|
91.42%
|
31,382,401
|
8.58%
|
|
|
| |
3. Advisory Vote on the Bank's approach to Executive
Compensation
A ballot was conducted to vote on
the advisory Resolution on the Bank's approach to Executive
Compensation and the outcome was as follows:
Votes For
|
Votes
Against
|
332,445,540
|
94.26%
|
20,256,995
|
5.74%
|
|
|
| |
4. In-Person Annual Shareholders'
Meetings
A ballot was conducted to vote on a
shareholder proposal requesting that the Bank's annual
shareholders' meetings be held in person, and that virtual meetings
be held in addition to, but not in replacement of, face-to-face
meetings:
Votes For
|
Votes
Against
|
Votes
Abstain*
|
178,163,305
|
50.66%
|
173,489,986
|
49.34%
|
1,048,965
|
|
|
|
| |
5.
Public Disclosure of Non-Confidential Information,
Country-By-Country Reporting, Compensation Ratios and Tax
Havens
A ballot was conducted to vote on a
shareholder proposal requesting that the Bank annually disclose to
the general public the non-confidential information related to its
Country-by-Country Reporting, for the purposes of detailed and
meaningful calculations of compensation ratios, namely broken down
by jurisdiction, and to contribute to combatting tax
havens:
Votes For
|
Votes
Against
|
Votes
Abstain*
|
38,374,748
|
10.92%
|
312,894,255
|
89.08%
|
1,434,063
|
|
|
|
| |
6. Advisory Vote on Environmental
Policies
A ballot was conducted to vote on a
shareholder proposal requesting the Bank hold an annual advisory
vote on its environmental and climate objectives and action
plan:
Votes For
|
Votes
Against
|
Votes
Abstain*
|
52,971,968
|
15.26%
|
294,045,736
|
84.74%
|
5,686,257
|
|
|
|
| |
7. Report on Impact of Oil and Gas
Divestment
A ballot was conducted to vote on a
shareholder proposal requesting the Bank issue a report disclosing
the Bank's exposure to oil and gas divestment and to qualify and
quantify the impacts of divestment from the Canadian oil and gas
sector on shareholder value and other relevant economic analysis
should BMO continue on the path toward currently established Net
Zero objectives:
Votes For
|
Votes
Against
|
Votes
Abstain*
|
2,357,990
|
0.67%
|
347,904,256
|
99.33%
|
2,441,616
|
|
|
|
| |
8. CEO Compensation to Median Employee Pay
Ratio
A ballot was conducted to vote on a
shareholder proposal requesting the Bank undertake a review of
executive compensation levels in relation to the entire workforce
and, at reasonable cost and omitting proprietary information,
publicly disclose the CEO-compensation-to-median-employee-pay-ratio
on an annual basis:
Votes For
|
Votes
Against
|
Votes
Abstain*
|
38,172,563
|
10.86%
|
313,469,226
|
89.14%
|
1,062,046
|
|
|
|
| |
*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.
Dated this 16th day of
April, 2024.
Bank of Montreal
By: /s/ Paul V.
Noble
Paul V. Noble
Corporate Secretary