UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2012
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:
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Form 20-F
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Form 40-F
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X
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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):
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Yes
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No
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X
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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):
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Yes
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No
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X
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Canadian National Railway Company
Table of Contents
Item
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1.
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Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")
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 www.cn.ca
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Corporate Services
Sean Finn
Executive Vice-President Corporate Services
and Chief Legal Officer
935 de La Gauchetiere Street West
Montreal, Quebec H3B 2M9
Canada
Telephone: (514) 399-7091
Facsimile: (514) 399-4854
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Services corporatifs
Vice-président exécutif Services corporatifs
et chef de la direction des Affaires juridiques
935, rue de La Gauchetière Ouest
Montréal (Québec) H3B 2M9
Canada
Téléphone : 514-399-7091
Télécopieur : 514-399-4854
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VIA SEDAR
April 26, 2012
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To:
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Autorité des marchés financiers
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Alberta Securities Commission
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British Columbia Securities Commission
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Manitoba Securities Commission
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New Brunswick Securities Commission
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Superintendent of Securities Office, Newfoundland & Labrador
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Department of Justice, Northwest Territories
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Nova Scotia Securities Commission
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Ontario Securities Commission
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Superintendent of Securities Office, Prince Edward Island
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Saskatchewan Financial Services Commission
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Yukon Securities Office
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Department of Justice, Nunavut
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RE:
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Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")
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Following the Annual Meeting of Shareholders of Canadian National Railway Company (the “Company”) held on Tuesday, April 24, 2012, at 10:00 a.m. (Atlantic Daylight Time) in the Grand Ballroom (Room 200C) of the World Trade and Convention Centre, 1800 Argyle Street, Halifax, Nova Scotia, Canada (the “Meeting”), and in accordance with section 11.3 of NI 51-102 – Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting.
1. Election of Directors
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A ballot was conducted with respect to the election of directors. The 13
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April 26, 2012
Page 2
nominees proposed by management were elected as directors. According to proxies received and ballots cast, each of the following 13 individuals were elected as directors of the Company until the next annual shareholder meeting or until such person’s successor is elected or appointed, with the following results:
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NAME OF NOMINEE
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VOTES FOR
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%
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VOTES WITHHELD
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%
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Michael R. Armellino
A. Charles Baillie
Hugh J. Bolton
Donald J. Carty
Amb. Gordon D. Giffin
Edith E. Holiday
V. Maureen Kempston Darkes
The Hon. Denis Losier
The Hon. Edward C. Lumley
David G.A. McLean
Claude Mongeau
James E. O’Connor
Robert Pace
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308,383,246
308,848,034
307,266,722
314,795,530
314,475,319
304,198,593
308,475,447
307,669,896
308,386,773
302,115,459
316,255,051
316,757,334
315,472,079
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97.11
97.26
96.76
99.13
99.03
95.80
97.14
96.89
97.11
95.14
99.59
99.75
99.35
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9,167,029
8,702,153
10,283,465
2,754,745
3,074,956
13,351,682
9,074,828
9,880,380
9,164,401
15,434,816
1,295,224
792,941
2,078,196
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2.89
2.74
3.24
0.87
0.97
4.20
2.86
3.11
2.89
4.86
0.41
0.25
0.65
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2. Appointment of Auditors
KPMG LLP was appointed as the Company’s auditors until the next annual meeting of shareholders, by a majority of the shareholders on a show of hands. The percentage of common shares with proxies received “FOR” the appointment of the auditors was 99.30% of the common shares represented as follows:
Votes For — 329,035,016 (99.30%)
Votes Withheld — 2,335,801 (0.70%)
April 26, 2012
Page 3
3. Non-binding Advisory Resolution on Executive Compensation
A ballot was conducted with respect to the non-binding advisory vote on the Company’s approach to Executive compensation. The percentage of common shares voted “FOR” was 95.48% of the common shares represented at the Meeting as follows:
Votes For — 303,186,533 (95.48%)
Votes Against — 14,364,102 (4.52%)
/s/ Sean Finn
Executive Vice-President
Corporate Services and Chief Legal Officer
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.
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Canadian National Railway Company
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Date:
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April 27, 2012
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By:
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/s/ Cristina Circelli
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Name:
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Cristina Circelli
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Title:
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Deputy Corporate Secretary and
General Counsel
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