CGI Inc. | In-person Annual Meetings at CGI Inc.

Status
Withdrawn
AGM date
Previous AGM date
Proposal number
4
Resolution details
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
Canada
Resolved clause
Given the percentage of votes obtained in favor of this proposal at the last annual meeting (16.94%), it is once again
proposed that the annual meetings of the Company be held in person, with virtual meetings being complementary and not
replacing in-person meetings.
Supporting statement
Remember that CGI's voting shares are divided into two classes: Class A subordinate shares, which are entitled to one vote each, and Class B shares, which are entitled to ten votes each. As at December 4, 2023, 43.80% and 56.20% of the aggregate voting rights were attached to the outstanding Class A subordinate voting shares and Class B shares,
respectively. Since the Company's management recommended voting against our shareholder proposal last year, it is reasonable to believe that all the votes cast in favor of our proposal came from Class A subordinate shares. It is therefore possible to estimate that nearly 40% of holders of subordinate shares supported our proposal. While we understand that the virtual component of annual meetings enables us to reach certain shareholders who are unable to attend in person, we believe that the hybrid format, with an in-person meeting, enables more direct exchanges with management and directors. At a time when in-person contact is becoming increasingly rare, and where direct communication is increasingly valuable, we feel that the suggested hybrid format is the most appropriate. It should be noted that the [Canadian Securities Administrators] CSA has recently revised its guidelines to encourage issuers to hold their annual meetings both virtually and in person1, and that the Canadian Coalition for Good Governance2 advises against holding such meetings strictly virtually, as this format can limit the expression of the voice of shareholders. Also, one of the new criteria to be used to assess the good governance of organizations by The Globe and Mail, in its annual Board Games, will be to favor hybrid meetings, with no points awarded to companies that hold their meetings solely in person or solely virtually.

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Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.