National Bank of Canada | Strengthening shareholder participation in Annual General Meetings (AGMs) at National Bank of Canada

Status
Filed
AGM date
Previous AGM date
Proposal number
1
Resolution details
Company ticker
NA:CN
Lead filer
Mouvement d'éducation et de défense des actionnaires (MÉDAC)
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 risks related to the disengagement of people with savings and investments, who are often individual retail shareholders: 1. Enhance the voting experience • Collaborate with transfer agents to simplify the voting process and make it more accessible; this includes voting at the AGM (remotely or in person) and voting by proxy • Provide interactive guides and explanatory videos to clarify the issues on the agenda • Issue personalized reminders or light incentives to encourage voting 2. Modernize communications • Make communications clearer and more appealing and tailor them to individual retail shareholders • Accelerate the adoption of IT solutions (simplified electronic voting) • Optimize online voting platforms to make them more user-friendly on mobile devices • Make information more accessible to shareholders, especially those who are less familiar with digital technology (paper newsletters, help lines, etc.) 3. Foster engagement based on topics and across generations • Address strategic and societal topics likely to generate greater interest among young investors (climate, inclusion, AI, etc.) • Highlight shareholder proposals and corporate governance issues in an easy-to-understand format 4. Document participation • Disclose in the circular, in a dedicated section with summary table, detailed information on AGM participation (in person and remotely, itemized) over several years (at least since before COVID), in particular and when possible: i. The number of votes cast in absolute numbers (not just as a %) ii. The minimum number of voters required to form a quorum iii. The number of voting shares outstanding (itemized by category, including multiple voting shares) iv. The number of shareholders (natural or legal persons, beneficial owners, objecting or non-objecting [OBO/NOBO]) present, and v. The number of proxyholders (natural persons) representing them
Supporting statement
The gradual decline in shareholder participation, especially among individual retail shareholders, raises a number of questions, particularly about the causes. A downward trend has been evident for several years and is well documented. Concerning finding: Broadridge Proxy Pulse Canada (1) data reveal: Participation by type of shareholder In 2025, Transat A.T. Inc. had to postpone its annual meeting due to the absence of a quorum. Such incidents reported in the media (2) create market uncertainty and raise concern among stakeholders. Several mining companies on the TSX-V are facing similar situations. By reinforcing the participation of small shareholders, the Bank would consolidate its democratic legitimacy, improve the quality of dialogue with all shareholders and enhance its leadership in terms of modern, inclusive corporate governance.” (1) https://www.broadridge.com/_assets/pdf/broadridge-proxypulse-2023-proxy-season-review.pdf (2) https://ici.radio-canada.ca/nouvelle/2161434/assemblee-transat-interrompue-quorum-insuffisant

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