FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
For the month of April, 2013
 
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:
Form 20-F           Form 40-F    X  

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):
Yes           No    X  

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):
Yes           No    X  

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes           No    X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
 
 
 
 
 
 
Canadian National Railway Company

Table of Contents
 
Items
 
Item 1
Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")
 
 
 
 
 
 
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.
 
    Canadian National Railway Company
           
Date: April 23, 2013 By:
 /s/ Cristina Circelli
  
      Name:
Cristina Circelli
  
      Title:
Deputy Corporate Secretary and
General Counsel
 
 
 
 
 
Item 1
 
Corporate Services
 
Sean Finn
Services corporatifs
 
Executive Vice-President Corporate Services
and Chief Legal Officer
Vice-président exécutif Services corporatifs
et chef de la direction des Affaires juridiques
     
www.cn.ca
935 de La Gauchetiere Street West
Montreal, Quebec H3B 2M9
Canada
Telephone: (514) 399-7091
Facsimile: (514) 399-4854
935, rue de La Gauchetière Ouest
Montréal (Québec) H3B 2M9
Canada
Téléphone : 514-399-7091
Télécopieur : 514-399-4854
 
 
 
VIA SEDAR
 
April 23, 2013
 
 
To:
Autorité des marchés financiers
Alberta Securities Commission
British Columbia Securities Commission
Manitoba Securities Commission
New Brunswick Securities Commission
Superintendent of Securities Office, Newfoundland & Labrador
Department of Justice, Northwest Territories
Nova Scotia Securities Commission
Ontario Securities Commission
Superintendent of Securities Office, Prince Edward Island
Saskatchewan Financial Services Commission
Yukon Securities Office
Department of Justice, Nunavut

RE:
Canadian National Railway Company
 
Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102")

Following the Annual Meeting of Shareholders of Canadian National Railway Company (the “Company”) held on Tuesday, April 23, 2013, at 9:30 a.m., (Mountain Daylight Time) in the Empire Ballroom of The Fairmont Hotel Macdonald, 10065 100th Street, Edmonton, Alberta, 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.

 
 
 
April 23, 2013
Page 2
 
 
1. Election of Directors
 
A ballot was conducted with respect to the election of directors.  The 13 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:
 
NAME OF NOMINEE
VOTES FOR
%
VOTES
WITHHELD
%
Michael R. Armellino
297,036,406
98.91
3,270,546
1.09
A. Charles Baillie
297,091,763
98.93
3,225,227
1.07
Hugh J. Bolton
295,932,932
98.54
4,384,058
1.46
Donald J. Carty
295,752,653
98.48
4,564,336
1.52
Amb. Gordon D. Giffin
295,591,560
98.43
4,725,430
1.57
Edith E. Holiday
294,992,493
98.23
5,324,498
1.77
V. Maureen Kempston Darkes
291,611,799
97.10
8,705,191
2.90
The Hon. Denis Losier
296,608,649
98.77
3,708,341
1.23
The Hon. Edward C. Lumley
291,915,774
97.20
8,401,090
2.80
David G. A. McLean
297,327,968
99.00
2,989,023
1.00
Claude Mongeau
297,889,655
99.19
2,427,337
0.81
James E. O’Connor
298,188,689
99.29
2,128,162
0.71
Robert Pace
291,199,949
96.96
9,115,733
3.04
 
 
 
 
April 23, 2013
Page 3
 
 
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 97.12% of the common shares represented as follows:
 
Votes For — 303,830,968 (97.12%)
 
Votes Withheld — 9,020,135 (2.88%)
 
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 97.76% of the common shares represented at the Meeting as follows:

Votes For — 293,685,022 (97.76%)
 
Votes Against — 6,743,807 (2.24%)
 

Yours truly,



/s/ Sean Finn
Executive Vice-President
Corporate Services and Chief Legal Officer