UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2020
Commission File Number: 1-31349
THOMSON REUTERS CORPORATION
(Translation of registrants name into English)
333 Bay Street, Suite 300
Toronto, Ontario M5H 2R2, Canada
(Address of principal executive office)
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 ☒
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): ☐
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): ☐
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.
THOMSON REUTERS CORPORATION (Registrant) | ||
By: | /s/ Marc E. Gold | |
Name: Marc E. Gold | ||
Title: Deputy Company Secretary | ||
Date: June 4, 2020
EXHIBIT INDEX
Exhibit Number |
Description | |
99.1 | News release dated June 4, 2020 Thomson Reuters Announces Voting Results for Election of Directors | |
99.2 | Report of Voting Results |
Exhibit 99.1
Thomson Reuters Announces Voting Results for Election of Directors
TORONTO, June 4, 2020 Thomson Reuters (TSX / NYSE: TRI) today announced the voting results from the election of the companys Board of Directors at its annual meeting of shareholders held virtually yesterday.
All 12 nominees were elected to the Thomson Reuters Board, and all of the nominees were previously directors of the company. Each director elected will continue to hold office until Thomson Reuters next annual meeting of shareholders, or until the director resigns or a successor is elected or appointed.
The results were as follows:
Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld | ||||
David Thomson |
435,895,384 | 98.94% | 4,662,432 | 1.06% | ||||
Steve Hasker |
437,303,286 | 99.26% | 3,254,118 | 0.74% | ||||
Kirk E. Arnold |
433,610,790 | 98.42% | 6,946,634 | 1.58% | ||||
David W. Binet |
411,656,085 | 93.44% | 28,901,388 | 6.56% | ||||
W. Edmund Clark, C.M. |
408,680,562 | 92.76% | 31,876,724 | 7.24% | ||||
Michael E. Daniels |
418,211,730 | 94.93% | 22,345,204 | 5.07% | ||||
Kirk Koenigsbauer |
440,068,651 | 99.89% | 488,275 | 0.11% | ||||
Vance K. Opperman |
414,377,329 | 94.06% | 26,179,585 | 5.94% | ||||
Kim M. Rivera |
439,755,753 | 99.82% | 799,472 | 0.18% | ||||
Barry Salzberg |
427,554,657 | 97.05% | 12,999,042 | 2.95% | ||||
Peter J. Thomson |
420,676,362 | 95.49% | 19,877,501 | 4.51% | ||||
Wulf von Schimmelmann |
433,009,133 | 98.29% | 7,544,489 | 1.71% |
Thomson Reuters thanks its two outgoing directors for their significant contributions to the company. Sheila Bair served on the Board since 2014 and was Chair of the Risk Committee and a member of the Audit Committee. Kristin Peck served on the Board since 2016 and was a member of the Corporate Governance Committee and Human Resources Committee. In connection with Ms. Bairs retirement from the Board, Kirk Arnold was appointed as the new Chair of the Risk Committee.
For the other items of business at the annual meeting, shareholders re-appointed PricewaterhouseCoopers LLP as the companys auditor, approved an advisory resolution on executive compensation and did not approve the shareholder proposal set out in the management proxy circular. A final report on voting results has been filed with the Canadian securities regulatory authorities and furnished to the U.S. Securities and Exchange Commission.
Thomson Reuters
Thomson Reuters is a leading provider of business information services. Our products include highly specialized information-enabled software and tools for legal, tax, accounting and compliance professionals combined with the worlds most global news service Reuters. For more information on Thomson Reuters. For more information on Thomson Reuters, visit tr.com and for the latest world news, reuters.com.
CONTACTS | ||
MEDIA
David Crundwell Head of Corporate Affairs +44 79 0989 8605 david.crundwell@tr.com |
INVESTORS
Frank J. Golden Head of Investor Relations +1 646 223 5288 frank.golden@tr.com |
Exhibit 99.2
Report of Voting Results for 2020 Annual Meeting of Shareholders
TORONTO, June 4, 2020 Thomson Reuters Corporation (Thomson Reuters) today announced voting results for its annual meeting of shareholders held virtually on June 3, 2020. The matters set out below are described in greater detail in the management proxy circular dated April 17, 2020. The votes were conducted by ballot.
1. | Election of Directors |
12 nominees were elected to the Thomson Reuters board. Each director elected will continue to hold office until the next annual meeting of shareholders of Thomson Reuters or until the director resigns or a successor is elected or appointed.
Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld | ||||
David Thomson |
435,895,384 | 98.94% | 4,662,432 | 1.06% | ||||
Steve Hasker |
437,303,286 | 99.26% | 3,254,118 | 0.74% | ||||
Kirk E. Arnold |
433,610,790 | 98.42% | 6,946,634 | 1.58% | ||||
David W. Binet |
411,656,085 | 93.44% | 28,901,388 | 6.56% | ||||
W. Edmund Clark, C.M. |
408,680,562 | 92.76% | 31,876,724 | 7.24% | ||||
Michael E. Daniels |
418,211,730 | 94.93% | 22,345,204 | 5.07% | ||||
Kirk Koenigsbauer |
440,068,651 | 99.89% | 488,275 | 0.11% | ||||
Vance K. Opperman |
414,377,329 | 94.06% | 26,179,585 | 5.94% | ||||
Kim M. Rivera |
439,755,753 | 99.82% | 799,472 | 0.18% | ||||
Barry Salzberg |
427,554,657 | 97.05% | 12,999,042 | 2.95% | ||||
Peter J. Thomson |
420,676,362 | 95.49% | 19,877,501 | 4.51% | ||||
Wulf von Schimmelmann |
433,009,133 | 98.29% | 7,544,489 | 1.71% |
2. | Appointment of Auditor |
PricewaterhouseCoopers LLP was appointed as auditor of Thomson Reuters to hold office until the next annual meeting of shareholders and the directors were authorized to fix their remuneration.
Votes For | % Votes For | Votes Withheld | % Votes Withheld | |||||
447,803,557 | 99.79% | 935,072 | 0.21% |
3. | Advisory Resolution on Executive Compensation |
The advisory resolution accepting Thomson Reuters approach to executive compensation described in the management proxy circular was approved.
Votes For | % Votes For | Votes Against | % Votes Against | |||||
425,134,754 | 96.50% | 15,420,606 | 3.50% |
4. | Shareholder proposal |
The shareholder proposal set out in Appendix B of the management proxy circular was not approved.
Votes For | % Votes For | Votes Against | % Votes Against | Votes Abstained* | ||||||
33,278,242 | 7.56% | 406,953,841 | 92.44% | 322,728 |
* An abstention is counted as present for quorum purposes, but is not counted as a vote cast in determining whether the requisite majority of votes cast has approved the proposal.