Strong backing at Canadian National Railway (NYSE: CNI) 2026 meeting

Rhea-AI Filing Summary

Canadian National Railway Company reported the results of its May 1, 2026 annual shareholder meeting. All 11 management-nominated directors were elected, each receiving more than 94% of votes cast, with several above 99% support.

Shareholders approved the appointment of KPMG LLP as auditors, with 89.69% of shares represented voting in favour. A non-binding advisory vote on the Company’s approach to executive compensation received 91.67% support. A separate non-binding advisory vote on the Company’s Climate Action Plan was strongly backed, with 95.99% of shares represented voting in favour.

Key Figures

Directors elected: 11 nominees Auditor appointment support: 420,948,358 votes (89.69% FOR) Say-on-pay support: 418,898,845 votes (91.67% FOR) +2 more

5 metrics

Directors elected 11 nominees Annual meeting on May 1, 2026

Auditor appointment support 420,948,358 votes (89.69% FOR) KPMG LLP appointment

Say-on-pay support 418,898,845 votes (91.67% FOR) Non-binding advisory vote on executive compensation

Climate Action Plan support 438,622,776 votes (95.99% FOR) Non-binding advisory vote

Highest director support 455,482,343 votes (99.68% FOR) Election of David Freeman as director

Key Terms

Report of Voting Results, non-binding advisory vote, Climate Action Plan, NI 51-102

4 terms

Report of Voting Results regulatory

"we hereby advise you of the following voting results obtained at the Meeting"

non-binding advisory vote financial

"A ballot was conducted with respect to the non-binding advisory vote on the Company’s approach to executive compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Climate Action Plan financial

"A ballot was conducted with respect to the non-binding advisory vote on the Company’s Climate Action Plan"

NI 51-102 regulatory

"in accordance with section 11.3 of NI 51-102, we hereby advise you"

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Form 6-K: How Foreign Companies Report to the SEC →

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 May 2026

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

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:	May 1, 2026	By:	/s/ Cristina Circelli
			Name:	Cristina Circelli
			Title:	Vice-President, Corporate Secretary and General Counsel

CANADIAN NATIONAL RAILWAY COMPANY

Table of Content

Items		Description
1		Report of Voting Results May 1, 2026

 

VIA SEDAR

May 1, 2026

To: Autorité des marchés financiers

Alberta Securities Commission

British Columbia Securities Commission

Manitoba Securities Commission

Financial and Consumer Services Commission (New Brunswick)

Office of the Superintendent of Securities Service Newfoundland and Labrador

Office of the Superintendent of Securities (Northwest Territories)

Nova Scotia Securities Commission

Ontario Securities Commission

Financial and Consumer Services Division (Prince Edward Island)

Financial and Consumer Affairs Authority of Saskatchewan

Office of the Yukon Superintendent of Securities

Office of the Superintendent of Securities 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 Friday, May 1, 2026, at 10:00 a.m. (Eastern Daylight Time) via live webcast (the “Meeting”), and in accordance with section 11.3 of NI 51-102, we hereby advise you of the following voting results obtained at the Meeting.

1. Election of Directors

A ballot was conducted with respect to the election of directors. The 11 director nominees proposed by management were elected as directors. According to proxies received and ballots cast, each of the following 11 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 AGAINST				%
Shauneen Bruder			438,986,975				96.07	%			17,962,676				3.93	%
Jo-ann dePass Olsovsky			430,546,313				94.22	%			26,403,335				5.78	%
David Freeman			455,482,343				99.68	%			1,467,306				0.32	%
Denise Gray			439,516,285				96.18	%			17,433,244				3.82	%
Justin M. Howell			438,989,575				96.07	%			17,959,954				3.93	%
Susan C. Jones			454,848,008				99.54	%			2,101,520				0.46	%
Robert Knight			438,972,788				96.07	%			17,976,737				3.93	%
Michel Letellier			453,567,551				99.26	%			3,381,977				0.74	%
Al Monaco			452,819,045				99.10	%			4,130,419				0.90	%
Madeleine Paquin			455,415,305				99.66	%			1,534,223				0.34	%
Tracy Robinson			455,394,959				99.66	%			1,555,622				0.34	%

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 vote by ballot. The percentage of common shares voted “FOR” the appointment of the auditors was 89.69% of the common shares represented at the Meeting, as follows:

Votes FOR —420,948,358 (89.69%)

Votes WITHHELD — 48,389,841 (10.31%)

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” the Company’s approach to executive compensation was 91.67% of the common shares represented at the Meeting, as follows:

Votes FOR — 418,898,845 (91.67%)

Votes AGAINST — 38,049,816 (8.33%)

4. Non-binding Advisory Resolution on CN’s Climate Action Plan

A ballot was conducted with respect to the non-binding advisory vote on the Company’s Climate Action Plan. The percentage of common shares voted “FOR” the Company’s Climate Action Plan was 95.99% of the common shares represented at the Meeting, as follows:

Votes FOR — 438,622,776 (95.99%)

Votes AGAINST — 18,326,303 (4.01%)

Yours truly,

/s/ Cristina Circelli

Vice-President, Corporate Secretary and General Counsel

FAQ

What did Canadian National Railway (CNI) report in this Form 6-K?

Canadian National Railway reported shareholder voting results from its May 1, 2026 annual meeting, including director elections, auditor appointment, and advisory votes on executive compensation and the Climate Action Plan, all of which received strong majority support from shares represented.

How many directors were elected at Canadian National Railway’s 2026 annual meeting?

Shareholders elected 11 director nominees proposed by management, each receiving more than 94% of votes cast. Several nominees, including David Freeman and Tracy Robinson, received over 99% support, and all will serve until the next annual shareholder meeting or until a successor is chosen.

Which auditors did Canadian National Railway (CNI) shareholders approve for the next year?

Shareholders approved KPMG LLP as the Company’s auditors until the next annual meeting. KPMG received 420,948,358 votes in favour, representing 89.69% of common shares represented, while 48,389,841 votes, or 10.31%, were withheld in the auditor appointment vote.

How did Canadian National Railway shareholders vote on executive compensation in 2026?

Shareholders supported the Company’s approach to executive compensation in a non-binding advisory vote. The proposal received 418,898,845 votes in favour, representing 91.67% of common shares represented, with 38,049,816 votes, or 8.33%, cast against the compensation approach.

What was the shareholder vote on Canadian National Railway’s Climate Action Plan?

The Climate Action Plan received strong shareholder backing in a non-binding advisory vote. The plan was supported by 438,622,776 votes, or 95.99% of common shares represented, while 18,326,303 votes, or 4.01%, were cast against the Company’s Climate Action Plan.

When and how was Canadian National Railway’s 2026 annual meeting held?

The annual meeting took place on May 1, 2026 at 10:00 a.m. Eastern Daylight Time and was conducted via live webcast. Shareholders voted by proxy and ballot on director elections, auditor appointment, and advisory proposals on compensation and climate matters.