The Toronto-Dominion Bank | Strengthening Shareholder Participation at Annual General Meetings at The Toronto-Dominion Bank

Status
Filed
AGM date
Previous AGM date
Proposal number
1
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
Financials
Company HQ country
Canada
Resolved clause
It is proposed that the Board of Directors take the following measures to protect the organization and prevent the risks associated with the disengagement of savers and investors, who are often individual retail shareholders: 1. Improving the voting experience • Work with transfer agents to simplify and make the voting process more accessible, including voting at meetings (virtual or in person) and proxy voting; • Interactive guides and explanatory videos to demystify the business on the agenda; • Personalized reminders or light incentives to encourage voting. 2. Modernizing communications • Make communications clearer, more attractive and tailored to individual retail shareholders; • Accelerate the adoption of technological solutions (simplified electronic voting); • Optimize online voting platforms to make them more user-friendly on mobile devices; • Increase shareholders’ access to information, particularly those less familiar with digital technologies (paper newsletters, help lines, etc.). 3. Engaging on specific issues across generations • Integration of strategic or societal topics likely to generate greater interest among young investors (climate, inclusion, AI, etc.); • Highlighting shareholder proposals and corporate governance issues in a simplified format. 4. Documenting attendance • Disclosure in the circular, in a dedicated section with a summary table, of detailed information on attendance at meetings (in person and virtual, broken down), from a historical perspective over several years (at least since before COVID), including, where possible: i. ii. iii. the number of votes cast in absolute figures (and not just as a %), the quorum, the number of outstanding voting shares (broken down by class, including shares with multiple voting rights), iv. the number of shareholders (natural or legal persons, objecting or non-objecting beneficial owners [OBO/NOBO]) present and: v. the number of proxy holders (natural persons) representing them.
Supporting statement
The gradual decline in shareholder participation, particularly among individual retail shareholders, raises a number of questions, particularly regarding its causes. A continuing downward trend, observed over several years, is well documented. A worrying finding: data from Broadridge Proxy Pulse Canada(1) reveals that: Participation by shareholder category In 2025, Transat A.T. Inc. had to postpone its annual meeting due to a lack of quorum. This type of incident, which received media coverage(2), creates uncertainty in the market and causes concern among interested parties (stakeholders). Several TSX-V mining companies are facing similar situations. By strengthening the participation of small shareholders, the bank will consolidate its democratic legitimacy, improve the quality of dialogue with all its security holders, and assert its leadership in modern and inclusive corporate governance. (1) (2) https://www.broadridge.com/_assets/pdf/broadridge-proxypulse-2023-proxy-season-review.pdf https://ici.radio-canada.ca/nouvelle/2161434/assemblee-transat-interrompue-quorum-insuffisant

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