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
Item
1
|
Notice of
Annual Meeting of Shareholders
|
Item
2
|
Management Proxy Circular |
Item
3
|
Proxy Form |
Item
4
|
Annual Report |
Canadian National Railway Company | |||||
Date: March 23, 2009 | By: | /s/ Sean Finn | |||
Name: |
Sean
Finn
|
||||
Title: |
Executive
Vice-President
Corporate
Services and Chief Legal Officer
|
1.
|
receiving
the consolidated financial statements for the year ended December 31, 2008
and the auditors’ reports
thereon;
|
2.
|
electing
the directors;
|
3.
|
appointing
the auditors; and
|
4.
|
transacting
such other business as may properly be brought before the Meeting or any
adjournment or postponement
thereof.
|
(Signed) E.
Hunter Harrison
|
(Signed)
David G.A. McLean
|
President and
Chief Executive Officer
|
Chairman of
the Board
|
1.
|
receiving
the consolidated financial statements for the year ended December 31, 2008
and the auditors’ reports
thereon;
|
2.
|
electing
the directors;
|
3.
|
appointing
the auditors; and
|
4.
|
transacting
such other business as may properly be brought before the Meeting or any
adjournment or postponement
thereof.
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
2 |
4 |
Questions
and Answers – Voting
and Proxies
|
7 |
Business
of the Meeting
|
7 |
Financial
Statements
|
7 |
Election
of Directors
|
7 |
Appointment
of Auditors
|
8
|
Nominees
for Election
to
the Board
|
8
|
Description
of Nominees
|
12
|
Board
of Directors Compensation
|
16
|
Board and
Committee Attendance
|
17
|
Additional
Disclosure Relating to Directors
|
18
|
Statement
of Corporate Governance Practices
|
18
|
General
|
18
|
Code
of Business Conduct
|
19
|
Independence of
Directors
|
19
|
Independent
Chairman of the Board
|
19
|
Position
Descriptions
|
20
|
Election
of Directors
|
20
|
Committees
of the Board
|
21
|
Board
and Committee Meetings
|
22
|
Board
Performance Assessment
|
22
|
Director
Selection
|
24
|
Director
Orientation and Continuing Education
|
24
|
Audit
Committee Disclosure
|
29
|
Statement
of Executive Compensation
|
29
|
Human
Resources and Compensation Committee
|
31
|
Compensation
Discussion and Analysis
|
40
|
Summary
Compensation Table
|
41
|
Incentive
Plan Awards
|
45
|
Employment
Contracts/ Arrangements
|
46
|
Pension
Plan Benefits
|
50
|
Termination
and Change of Control Benefits
|
52
|
Currency
Exchange Information
|
53
|
Other
Information
|
53
|
Securities
Authorized for Issuance Under Equity Compensation
Plans
|
53
|
Indebtedness
of Directors and Executive Officers
|
53
|
Interest
of Informed Persons and Others in Material
Transactions
|
53
|
Directors’ and
Officers’ Insurance
|
53
|
Shareholder
Proposals
|
53
|
Availability
of Documents
|
53
|
Approval
|
54
|
SCHEDULE
"A" – Mandate
of the Board
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
3 |
1.
|
VOTING BY PROXY | |
You are a registered shareholder if your name appears on your share certificate. If this is the case, you may appoint someone else to vote for you as your proxy holder by using the enclosed form of proxy. The persons currently named as proxies in such form of proxy are the Board chair and the President and Chief Executive Officer of the Company. | ||
However, you have the right to appoint any other person or company (who need not be a shareholder) to attend and act on your behalf at the Meeting. That right may be exercised by writing the name of such person or company in the blank space provided in the form of proxy or by completing another proper form of proxy. Make sure that the person you appoint is aware that he or she is appointed and attends the Meeting. | ||
•
|
How can I send
my form of proxy?
|
|
You can either return a duly
completed and executed form of proxy to the transfer agent and registrar
for the Company’s
common shares, Computershare Trust Company of Canada, in the envelope provided, or you
can vote over the Internet by following the instructions on the form of
proxy.
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
4 |
•
|
What
is the deadline for receiving the form of proxy?
|
|
|
The
deadline for receiving duly completed forms of proxy or a vote over
the
Internet is 5:00 p.m. (Eastern time) on April 20, 2009, or if the Meeting
is adjourned or postponed, by no later than 5:00 p.m. (Eastern time) on
the business day prior to the day fixed for the adjourned or postponed
meeting.
|
|
•
|
How
will my common shares
be voted if I give my proxy?
|
|
Your
common shares will be voted or withheld from voting in accordance with
your instructions indicated on the proxy. If no instructions are
indicated, your common shares represented by proxies in favour of the
Board chair or
the President and Chief Executive Officer will be voted FOR the election
of management’s
nominees as directors and FOR the appointment of KPMG LLP as auditors and
at the discretion of the proxy holder in respect of amendments to any of
the foregoing matters
or on such other business as may properly be brought before the
Meeting. Should any nominee named herein for election as a director
become unable to accept nomination for election, it is intended that the
person acting under proxy in favour of management
will vote for the election in his or her stead for such other person as
management of the Company may recommend. Management has no reason to
believe that any of the nominees for election as directors will be unable
to serve if elected to office and management
is not aware of any amendment or other business likely to be brought
before the Meeting.
|
||
•
|
If
I change my mind, how can I revoke my proxy?
|
|
You
may revoke your proxy at any time by an instrument in writing (which
includes another form of proxy with
a later date) executed by you, or by your attorney (duly authorized in
writing), and (i) deposited with the Corporate Secretary of the Company at
the registered office of the Company (935 de La Gauchetière
Street West, Montréal,
Québec,
Canada, H3B 2M9)
at any time up to and including 5:00 p.m. (Eastern time) on the last
business day preceding the day of the Meeting or any adjournment or
postponement thereof, or (ii) filed with the chair of the Meeting on the
day of the Meeting or any adjournment or postponement
thereof, or in any other manner permitted by law or in the case of a vote
over the Internet, by way of a subsequent Internet
vote.
|
||
2. | VOTING IN PERSON | |
If you wish to vote in person, you may present yourself to a representative of Computershare Trust Company of Canada at the registration table. Your vote will be taken and counted at the Meeting. If you wish to vote in person at the Meeting, do not complete or return the form of proxy. |
1.
|
GIVING
YOUR VOTING INSTRUCTIONS
|
Applicable securities laws require your nominee
to seek voting instructions from you in advance of the Meeting.
Accordingly, you will receive or have already received from your nominee a
request for voting instructions for the number of common shares you hold.
Every nominee has its own mailing procedures
and provides its own signature and return instructions, which should be
carefully followed by non-registered shareholders to ensure that their
common shares are voted at the Meeting.
|
|
2.
|
VOTING
IN PERSON
|
However, if you wish to vote in person at the
Meeting, insert your own name in the space provided on the request for
voting instructions provided by your nominee to appoint yourself as proxy
holder and follow the signature and return instructions of your nominee.
Non-registered shareholders who appoint
themselves as proxy holders should present themselves at the Meeting to a representative of
Computershare Trust Company of Canada. Do not otherwise complete the
request for voting instructions sent to you as you will be voting at the
Meeting.
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
5 |
CN
MANAGEMENT INFORMATION CIRCULAR
|
6 |
CN
MANAGEMENT INFORMATION CIRCULAR
|
7 |
MICHAEL R.
ARMELLINO, CFA
Age:
69(1)
Fort
Lee,
New
Jersey,
U.S.A.
Director Since: May 7,
1996
Independent
|
Mr. Armellino,
a chartered financial analyst, is a Retired Partner,
The Goldman
Sachs Group, LP. From 1991 to 1994, Mr. Armellino was chair
and Chief Executive Officer of Goldman Sachs Asset
Management. Prior
to 1991, he had held various positions at Goldman, Sachs &
Co., including
senior transportation analyst and Partner in Charge of
Research.
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
|
80%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Strategic
Planning Committee (Chair)
|
100%
|
OR
CONTROLLED(3)
|
|
||
Audit
Committee
|
100%
|
|
|||
Finance
Committee
|
100%
|
February
2009
|
106,650
|
February
2009
|
Nil
|
Investment Committee of
CN’s Pension Trust
Funds(2)
|
100%
|
February
2008
|
102,150
|
February
2008
|
Nil
|
|
A. CHARLES BAILLIE, O.C.,
LL.D.
Age:
69(1)
Toronto,
Ontario,
Canada
Director Since: April 15,
2003
Independent
|
Mr. Baillie retired as chair of
The Toronto-Dominion Bank in April 2003, and as Chief Executive Officer of
the bank in December 2002.
Mr. Baillie is chair of the board
of directors of Alberta Investment Management Corporation (AIMCo) and
is also a director of George Weston Limited and Telus
Corporation.
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Finance Committee
(Chair)
|
100%
|
OR
CONTROLLED(3)
|
|||
Audit
Committee
|
83%
|
||||
Human Resources and Compensation
Committee
|
100%
|
February
2009
|
133,776(5)
|
February
2009
|
N/A
|
Strategic Planning
Committee
|
100%
|
February
2008
|
127,344(6)
|
February
2008
|
N/A
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
8 |
|
HUGH J. BOLTON,
FCA
Age:
70(1)
Edmonton,
Alberta,
Canada
Director
Since: April 15, 2003
Independent
|
Mr. Bolton is the chair of the
board of directors of
EPCOR Utilities Inc. (energy and energy-related
services provider), and the chairman of the board of directors of
Matrikon Inc. (supplier of industrial IT solutions). Mr. Bolton is also a director of
Teck Cominco Limited, The Toronto-Dominion Bank and WestJet
Airlines Ltd. From 1992 to 1998, Mr. Bolton was chair and Chief
Executive Partner of Coopers & Lybrand Canada (now
PricewaterhouseCoopers).
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Audit
Committee
|
100%
|
OR
CONTROLLED(3)
|
|||
Corporate Governance and
Nominating Committee
|
100%
|
||||
Human Resources and Compensation
Committee
|
100%
|
February
2009
|
37,346(5)
|
February
2009
|
N/A
|
Strategic Planning
Committee
|
100%
|
February
2008
|
32,270(6)
|
February
2008
|
N/A
|
|
AMBASSADOR GORDON D.
GIFFIN
Age:
59(1)
Atlanta,
Georgia,
U.S.A.
Director
Since: May 1, 2001
Independent
|
Mr. Giffin is Senior Partner,
McKenna Long & Aldridge (law firm) and he was United States Ambassador to
Canada from August 1997 to
April 2001. Mr. Giffin is also a
director of Canadian Imperial Bank of Commerce, Canadian Natural
Resources Limited,
TransAlta Corporation and Ontario Energy Savings
Corp.
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Environment, Safety and Security
Committee
|
100%
|
OR
CONTROLLED(3)
|
|||
Finance
Committee
|
100%
|
||||
Human Resources and Compensation
Committee
|
100%
|
February
2009
|
37,412(5)
|
February
2009
|
27,000
|
Strategic Planning
Committee
|
100%
|
February
2008
|
32,656(6)
|
February
2008
|
27,000
|
|
E. HUNTER HARRISON
Age:
64(1)
Wellington,
Florida,
U.S.A.
Director Since: December 7,
1999
Not
Independent
|
Mr.
Harrison has been President and Chief Executive Officer of the
Company
since January 1, 2003. He has served as Executive Vice-President
and Chief Operating Officer of the Company from March 1998
to December 2002. Prior to joining CN, Mr. Harrison had been
a
director and President and Chief Executive Officer of the Illinois
Central
Corporation and the Illinois Central Railroad Company from
1993
to
1998.
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Strategic Planning
Committee
|
100%
|
OR
CONTROLLED(3)
|
|||
|
|
||||
|
|
February
2009
|
313,329
|
February
2009
|
3,595,000
|
|
|
February
2008
|
308,993
|
February
2008
|
3,505,000
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
9 |
|
EDITH E.
HOLIDAY
Age:
57(1)
Washington,
District
of Columbia,
U.S.A.
Director Since: June 1,
2001
Independent
|
Mrs. Holiday is a Corporate
Director and Trustee and a former General Counsel, United States
Treasury Department
and Secretary of the Cabinet, The White House. Mrs.
Holiday is a director of H.J. Heinz Company, Hess Corporation, RTI
International Metals, Inc. and White Mountains Insurance Group, Ltd. She
is also a director or trustee in various investment companies of
the Franklin Templeton Group of Mutual
Funds.
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Corporate Governance and
Nominating Committee
|
100%
|
OR
CONTROLLED(3)
|
|||
Environment, Safety and Security
Committee
|
100%
|
||||
Human Resources and Compensation
Committee
|
100%
|
February
2009
|
35,717(5)
|
February
2009
|
27,000
|
Investment
Committee of CN’s Pension Trust
Funds(2)
|
100%
|
February
2008
|
31,200(6)
|
February
2008
|
27,000
|
Strategic Planning
Committee
|
100%
|
|
|
|
V. MAUREEN KEMPSTON
DARKES,
O.C., D. COMM.,
LL.D.
Age:
60(1)
Miramar, Florida, U.S.A.
Director Since: March 29,
1995
Not
Independent
|
Mrs. Kempston Darkes is Group
Vice-President and President Latin America, Africa and Middle East, General Motors
Corporation. From 1994 to 2001, she was President
and General Manager of General Motors of Canada Limited and
Vice-President of General Motors Corporation. Mrs. Kempston Darkes
is also a director of Brookfield Asset Management
Inc.
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Environment, Safety and Security
Committee (Chair)
|
100%
|
OR
CONTROLLED(3)
|
|||
Finance
Committee
|
100%
|
||||
Investment
Committee of CN’s Pension Trust
Funds(2)
|
100%
|
February
2009
|
64,577(5)
|
February
2009
|
40,000
|
Strategic Planning
Committee
|
100%
|
February
2008
|
59,631(6)
|
February
2008
|
40,000
|
|
THE HON. DENIS LOSIER, P.C.,
LL.D.
Age:
56(1)
Moncton, New Brunswick, Canada
Director Since: October 25,
1994
Independent
|
Mr. Losier is President and Chief
Executive Officer, Assumption Life (life insurance company). Between
1989 and 1994, Mr. Losier held various cabinet level positions
with the government of the Province of New Brunswick. He is also a director of NAV
CANADA and Plazacorp Retail Properties Ltd. and has recently been named as
a member of the Security Intelligence Review
Committee (Canadian Government) and as such, became a member of the
Privy
Council.
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Audit Committee
(Chair)
|
100%
|
OR
CONTROLLED(3)
|
|||
Corporate Governance and
Nominating Committee
|
100%
|
||||
Investment
Committee of CN’s Pension Trust
Funds(2)
|
100%
|
February
2009
|
87,441(5)
|
February
2009
|
39,000
|
Strategic Planning
Committee
|
100%
|
February
2008
|
81,378(6)
|
February
2008
|
51,000
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
10 |
|
THE HON. EDWARD C.
LUMLEY,
P.C., LL.D.
Age:
69(1)
South Lancaster, Ontario, Canada
Director Since: July 4,
1996
Independent
|
Mr. Lumley is Vice-Chairman, BMO
Capital Markets (investment bank). From 1986 to 1991, he served as
chair of Noranda Manufacturing Group Inc. Mr. Lumley was a Member
of Parliament from
1974 to 1984, during which time he held
various cabinet portfolios in the Government of Canada. Mr. Lumley is also a director of
BCE, Bell Canada and Dollar-Thrifty Automotive
Group,
Inc.
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Investment Committee of CN’s
Pension Trust Funds
(Chair)(2)
|
100%
|
OR
CONTROLLED(3)
|
|||
Environment, Safety and
Security
Committee
|
100%
|
||||
Finance
Committee
|
100%
|
February
2009
|
87,431(5)
|
February
2009
|
Nil
|
Human Resources and Compensation
Committee
|
100%
|
February
2008
|
80,985(6)
|
February
2008
|
51,000
|
Strategic Planning
Committee
|
100%
|
|
|
|
|
DAVID G.A. McLEAN, O.B.C.,
LL.D.
Age:
70(1)
Vancouver,
British
Columbia,
Canada
Director
Since: August 31, 1994
Independent
|
Mr. McLean is board chair of the
Company and chair and Chief Executive Officer, The McLean
Group (real estate investment, film and television facilities,
communications and aircraft charters).
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
(Chair)
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Corporate
Governance and Nominating Committee
(Chair)
|
100%
|
OR
CONTROLLED(3)
|
|||
Environment, Safety and Security
Committee
|
100%
|
||||
Human Resources and Compensation
Committee
|
100%
|
February
2009
|
177,989(5)
|
February
2009
|
Nil
|
Investment
Committee of CN’s Pension Trust
Funds(2)
|
100%
|
February
2008
|
164,885(6)
|
February
2008
|
Nil
|
Strategic Planning
Committee
|
100%
|
|
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
11 |
|
ROBERT PACE
Age:
54(1)
Halifax, Nova Scotia, Canada
Director Since: October 25,
1994
Independent
|
Mr. Pace is President and Chief
Executive Officer, The Pace Group (private holding company). Mr. Pace is also
a director of High Liner Foods Incorporated and Hydro One
and board chair of Overland Realty
Limited.
|
MEMBER
OF
|
ATTENDANCE
|
SECURITIES
AND OPTIONS HELD
|
|||
Board
(Chair)
|
100%
|
COMMON
SHARES OWNED
|
OPTIONS
HELD(4)
|
||
Human Resources and Compensation Committee
(Chair)
|
100%
|
OR
CONTROLLED(3)
|
|||
Audit
Committee
|
100%
|
||||
Corporate Governance and
Nominating Committee
|
100%
|
February
2009
|
94,975(5)
|
February
2009
|
51,000
|
Investment
Committee of CN’s Pension Trust
Funds(2)
|
100%
|
February
2008
|
88,500(6)
|
February
2008
|
51,000
|
Strategic Planning
Committee
|
100%
|
|
|
(1)
|
The
age of the directors is provided as at the date of the Meeting (i.e., on
April 21, 2009).
|
(2)
|
The
Investment Committee of CN’s
Pension Trust Funds is a mixed committee composed of both members of the
Board of Directors as well as officers of the
Company.
|
(3)
|
The
information regarding common shares beneficially owned, controlled or
directed has been furnished by the respective nominees
individually and includes Directors Restricted Share Units granted as
compensation to directors, but does not include common shares under
options.
|
(4)
|
The
information regarding options comprises the options granted under the
Management Long-Term Incentive
Plan. Mr. Baillie and Mr. Bolton were not members of the Board when
options were granted. No options were granted to non-executive directors
since 2002. On March 8, 2005, the Management Long-Term Incentive Plan was
amended to provide that option grants under
such plan could no longer be made to non-executive
directors.
|
(5)
|
Includes
Directors Restricted Share Units in the following amounts: A. Charles
Baillie: 39,176; Hugh J. Bolton: 34,846; Ambassador Gordon D. Giffin:
14,637; Edith E. Holiday: 4,517; V. Maureen
Kempston Darkes: 23,577; The Hon. Denis Losier: 33,569; The Hon. Edward C.
Lumley: 34,631; David G.A. McLean: 70,079; and Robert Pace: 36,101.
Pursuant to the terms of the Directors Restricted Share Units, directors
or their estates can only access their
Directors Restricted Share Units upon retirement, resignation or
death.
|
(6)
|
Includes
Directors Restricted Share Units in the following amounts: A. Charles
Baillie: 32,744; Hugh J. Bolton: 29,770; Ambassador Gordon D. Giffin:
13,481; Edith E. Holiday: 2,250;
Maureen
Kempston Darkes: 23,131; The Hon. Denis Losier: 28,518; The Hon. Edward C.
Lumley: 28,185; David G.A. McLean: 56,975; and Robert Pace: 29,626.
Pursuant to the terms of the Directors Restricted Share Units, directors
or their estates can only access
their Directors Restricted Share Units upon retirement, resignation or
death.
|
TYPE
OF FEE
|
AMOUNT
AND NUMBER
OF
SHARES
|
Board
Chair Retainer(1)
|
US$120,000(2) and
12,000 Shares(2)
|
Director
Retainer(3)
|
US$15,000(2) and
4,500 Shares(2)
|
Committee
Chair Retainer(4)
|
US$15,000(2)
|
Committee
Member Retainer
|
US$3,500(2)
|
Board
Meeting Attendance Fee
|
US$1,500
|
Committee
Meeting Attendance Fee
|
US$1,500
|
Travel
Attendance Fee
|
US$1,500
|
(1)
|
The Board chair receives no
additional Director Retainer nor Committee Chair or Committee Member
Retainer.
|
(2)
|
The directors may choose to
receive all or part of their cash retainer in common shares or DRSUs and
their common share retainer can also be received in DRSUs. The common
shares are purchased on the open
market.
|
(3)
|
Mr. Harrison does not receive any compensation to
serve as director because he is an officer of the
Company.
|
(4)
|
The committee chairs (other than
the Board chair) also receive, as members of a committee, a retainer of
US$3,500.
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
12 |
FEES
EARNED (IN CASH)(1)
|
||||||||
NAME
OF DIRECTOR |
DIRECTOR
AND BOARD
CHAIR |
COMMITTEE CHAIR
CASH |
COMMITTEE MEMBER
CASH |
BOARD
AND COMMITTEEFEES(2)
(CAD$)
|
SHARE-BASED
AWARDS
(1,3,4)
(CAD$)
|
ALL
OTHER COMPENSATION
|
TOTAL (CAD$) |
PERCENTAGE
OF TOTAL
FEES |
Michael
R.Armellino
|
15,990
|
15,990
|
14,924
|
51,168
|
217,890
|
3,198(5)
|
319,160
|
68%
|
A.
Charles Baillie
|
-
|
-
|
14,924
|
54,366
|
248,073
|
-
|
317,363
|
78%
|
Hugh
J. Bolton
|
15,990
|
-
|
14,924
|
57,564
|
217,890
|
1,599(5)
|
307,967
|
71%
|
J.V.
Raymond Cyr
|
15,990
|
15,990
|
14,924
|
46,371
|
217,890
|
4,797(5)
|
315,962
|
69%
|
Ambassador
Gordon D. Giffin
|
15,990
|
-
|
14,924
|
54,366
|
217,890
|
4,797(5)
|
307,967
|
71%
|
James
K. Gray
|
-
|
-
|
-
|
60,762
|
250,588
|
3,198(5)
|
314,548
|
80%
|
Edith
E. Holiday
|
15,990
|
-
|
18,655
|
62,361
|
217,890
|
3,198(5)
|
318,094
|
68%
|
V.
Maureen Kempston Darkes
|
15,990
|
-
|
14,924
|
49,569
|
217,890
|
4,797(5)
|
303,170
|
72%
|
Robert
H. Lee
|
15,990
|
-
|
14,924
|
54,366
|
217,890
|
1,599(5)
|
304,769
|
71%
|
The
Hon. Denis Losier
|
15,990
|
15,990
|
14,924
|
57,564
|
217,890
|
1,599(5)
|
323,957
|
67%
|
The
Hon. Edward C. Lumley
|
-
|
-
|
-
|
62,361
|
265,680
|
3,198(5)
|
331,239
|
80%
|
David
G.A. McLean
|
63,960
|
-
|
-
|
63,960
|
641,406
|
12,731(5,6)
|
782,057
|
82%
|
Robert
Pace
|
-
|
-
|
-
|
67,158
|
265,680
|
-
|
332,838
|
80%
|
TOTAL
|
191,880
|
47,970
|
138,047
|
741,936
|
3,414,547
|
44,711
|
4,579,091
|
75%
|
(1)
|
All
directors earned compensation in U.S. currency.
Compensation received in cash was converted to Canadian dollars using the
average rate of exchange of the Bank of Canada for 2008 (1.066), and
compensation received in common shares or DRSUs was converted to Canadian
dollars using the closing rate
of exchange of the Bank of Canada (1.0061) on the first day opened for
trading following the date on which the Board of Directors approved
Directors’ Compensation
(January 24, 2008).
|
(2)
|
Includes
travel fees which amounted to a total of CAD$140,712, in aggregate,
for all directors.
|
(3)
|
Includes
4,500 common shares or DRSUs received by each non-executive director as
part of the Director Retainer (and 12,000 common shares or DRSUs
received
by the Board Chair as part of the Board Chair Retainer). The value of such
grant was calculated as at January 24, 2008 using the average closing
price on such date on the New York and Toronto stock exchanges
(CAD$48.42).
|
(4)
|
In
addition to the common shares
or DRSUs received by the directors and the Board chair as described in
note (3) above, the directors and the Board chair may choose to receive
all or part of their cash retainers in common shares or DRSUs. The
following directors made such election: A.
Charles Baillie, James K. Gray, The Hon. Edward C. Lumley, David G.A.
McLean and Robert Pace. The value of such election is reflected in this
column and was calculated as at January 24, 2008 using the average closing
price on such date on the New York and
Toronto stock exchanges
(CAD$48.42).
|
(5)
|
Such
values represent committee attendance fees received in cash for attendance
to meetings of board committees of which they were not members. In
addition, Mr. McLean received US$6,000 for his participation in
meetings
of the Company’s
Donations Committee. Such values were converted to Canadian dollars using
the average rate of exchange of the Bank of Canada for 2008
(1.066).
|
(6)
|
Includes
the value for 2008 of insurance premiums for life, accidental death and
dismemberment
insurance as well as 2008 medical and dental coverage for Mr. McLean in
Canada and
the U.S. The
total cost to the Company for such benefits is equal to
CAD$3,136.
|
(7)
|
This
percentage is calculated by dividing
the value provided under the share-based awards column by the value
provided under the total
column.
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
13 |
OPTION-BASED
AWARDS(1)
|
SHARE-BASED
AWARDS(3)
|
||||||
NAME
OF DIRECTOR
|
DATE
OF GRANT AND
NUMBER
OF SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(#)
|
OPTION EXERCISE
PRICE |
OPTION EXPIRATION |
VALUE
OF UNEXERCISED |
NUMBER
OF SHARES OR
UNITS OF |
MARKET
OR PAYOUT VALUE
OFHAVE NOT VESTED(4)
(CAD$)
|
|
Michael
R. Armellino
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
A.
Charles Baillie
|
-
|
-
|
-
|
-
|
-
|
33,196
|
1,486,517
|
Hugh
J. Bolton
|
-
|
-
|
-
|
-
|
-
|
30,181
|
1,351,505
|
J.V.
Raymond Cyr
|
04/26/1999
|
12,000
|
14.76
|
04/26/2009
|
360,300
|
27,595
|
1,235,704
|
01/25/2000
|
12,000
|
11.67
|
01/25/2010
|
397,320
|
|||
01/26/2001
|
15,000
|
16.67
|
01/26/2011
|
421,600
|
|||
01/25/2002
|
12,000
|
25.59
|
01/25/2012
|
230,280
|
|||
Ambassador
|
05/01/2001
|
15,000
|
19.83
|
05/01/2011
|
374,200
|
13,663
|
611,829
|
Gordon
D. Giffin
|
01/25/2002
|
12,000
|
25.59
|
01/25/2012
|
230,280
|
||
James
K. Gray
|
-
|
-
|
-
|
-
|
-
|
5,850
|
261,963
|
Edith
E. Holiday
|
06/01/2001
|
15,000
|
20.73
|
06/01/2011
|
360,700
|
2,267
|
101,516
|
01/25/2002
|
12,000
|
25.59
|
01/25/2012
|
230,280
|
|||
V.
Maureen
|
04/26/1999
|
1,000
|
14.76
|
04/26/2009
|
30,025
|
23,449
|
1,050,046
|
Kempston
Darkes
|
01/25/2000
|
12,000
|
11.67
|
01/25/2010
|
397,320
|
||
01/26/2001
|
15,000
|
16.67
|
01/26/2011
|
421,600
|
|||
01/25/2002
|
12,000
|
25.59
|
01/25/2012
|
230,280
|
|||
Robert
H. Lee
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
The
Hon.
|
01/25/2000
|
12,000
|
11.67
|
01/25/2010
|
397,320
|
28,911
|
1,294,635
|
Denis
Losier
|
01/26/2001
|
15,000
|
16.67
|
01/26/2011
|
421,600
|
||
01/25/2002
|
12,000
|
25.59
|
01/25/2012
|
230,280
|
|||
The
Hon.
|
|||||||
Edward
C. Lumley
|
-
|
-
|
-
|
-
|
-
|
28,573
|
1,279,499
|
David
G.A. McLean
|
-
|
-
|
-
|
-
|
-
|
57,761
|
2,586,538
|
Robert
Pace
|
04/26/1999
|
12,000
|
14.76
|
04/26/2009
|
360,300
|
30,034
|
1,344,923
|
01/25/2000
|
12,000
|
11.67
|
01/25/2010
|
397,320
|
|||
01/26/2001
|
15,000
|
16.67
|
01/26/2011
|
421,600
|
|||
01/25/2002
|
12,000
|
25.59
|
01/25/2012
|
230,280
|
(1)
|
Shows information regarding
options held by non-executive directors under the Management Long-Term
Incentive Plan as of December 31, 2008. As of the date hereof, all these
options are exercisable. On March 8, 2005, the Management Long-Term
Incentive Plan was amended to provide that option
grants under the Plan could no longer be made to non-executive directors.
While they remain participants in the Plan for previous grants, the last
time non-executive directors received options was in 2002. Mr. Baillie,
Mr. Bolton and Mr. Lee were not
members of the Board when options were granted under the Management
Long-Term Incentive Plan.
|
(2)
|
The value of unexercised
in-the-money options at financial year-end is the difference between the
average closing price of the common shares on December 31, 2008 on the New
York and Toronto stock exchanges (CAD$44.78) and the exercise price, using
the December 31, 2008 closing exchange
rate (1.2180).
|
(3)
|
Shows information regarding
Directors Restricted Share Units held by non-executive directors as of
December 31, 2008. The directors may choose to receive all or part of
their cash retainer in common shares or DRSUs and their common share
retainer can also be received in DRSUs. Pursuant to the terms of the
Directors Restricted Share Units, directors or their estates can only
access their DRSUs upon retirement, resignation or
death.
|
(4)
|
The value of outstanding DRSUs is based on the average
closing price of the common shares on December 31, 2008 on the New York
and Toronto stock exchanges (CAD$44.78), using the December 31, 2008
closing exchange rate
(1.2180).
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
14 |
DIRECTOR
|
YEAR(1)
|
NUMBER
OF
COMMON
SHARES
OWNED,
CONTROLLED
OR
DIRECTED
|
NUMBER
OF
DRSUs
HELD
|
TOTAL
NUMBER
OF
COMMON
SHARES
OWNED,
CONTROLLED
OR
DIRECTED
AND
DRSUs
|
GUIDELINE
MET (✓)
OR
INVESTMENT REQUIRED
TO MEET GUIDELINE
(CAD$)
|
TOTAL
VALUE
OF
COMMON
SHARES
AND DRSUs
(VALUE
AT RISK)(2)
(CAD$)
|
VALUE
AT RISK
AS
MULTIPLE OF
ANNUAL
RETAINER
|
Michael R. Armellino
|
2009
|
106,650
|
-
|
106,650
|
|||
|
2008
|
102,150
|
-
|
102,150
|
✓
|
4,372,980
|
21
|
Net change
|
4,500
|
-
|
4,500
|
||||
A. Charles
Baillie
|
2009
|
94,600
|
39,176
|
133,776
|
|||
2008
|
94,600
|
32,744
|
127,344
|
✓
|
5,485,230
|
27
|
|
Net change
|
-
|
6,432
|
6,432
|
||||
Hugh J.
Bolton
|
2009
|
2,500
|
34,846
|
37,346
|
|||
2008
|
2,500
|
29,770
|
32,270
|
✓
|
1,531,301
|
8
|
|
Net change
|
-
|
5,076
|
5,076
|
||||
Ambassador
|
2009
|
22,775
|
14,637
|
37,412
|
|||
Gordon D.
Giffin
|
2008
|
19,175
|
13,481
|
32,656
|
✓
|
1,534,008
|
8
|
Net change
|
3,600
|
1,156
|
4,756
|
||||
James K.
Gray
|
2009
|
61,798
|
5,881
|
67,679
|
|||
2008
|
57,298
|
5,774
|
63,072
|
✓
|
2,775,048
|
14
|
|
Net change
|
4,500
|
107
|
4,607
|
||||
E. Hunter
Harrison
|
2009
|
313,329
|
-
|
313,329
|
|||
2008
|
308,993
|
-
|
308,993
|
✓
|
12,847,449
|
N/A
|
|
Net change
|
4,336
|
-
|
4,336
|
||||
Edith E.
Holiday
|
2009
|
31,200
|
4,517
|
35,717
|
|||
2008
|
28,950
|
2,250
|
31,200
|
✓
|
1,464,507
|
7
|
|
Net change
|
2,250
|
2,267
|
4,517
|
||||
V. Maureen
|
2009
|
41,000
|
23,577
|
64,577
|
|||
Kempston
Darkes
|
2008
|
36,500
|
23,131
|
59,631
|
✓
|
2,647,857
|
13
|
Net change
|
4,500
|
446
|
4,946
|
||||
Robert H.
Lee
|
2009
|
33,500
|
-
|
33,500
|
|||
2008
|
29,000
|
-
|
29,000
|
✓
|
1,373,604
|
7
|
|
Net change
|
4,500
|
-
|
4,500
|
||||
The Hon. Denis
Losier
|
2009
|
53,872
|
33,569
|
87,441
|
|||
|
2008
|
52,860
|
28,518
|
81,378
|
✓
|
3,585,351
|
18
|
Net change
|
1,012
|
5,051
|
6,063
|
||||
The Hon.
|
2009
|
52,800
|
34,631
|
87,431
|
|||
Edward C.
Lumley
|
2008
|
52,800
|
28,185
|
80,985
|
✓
|
3,584,941
|
18
|
Net change
|
-
|
6,446
|
6,446
|
||||
David G.A.
McLean
|
2009
|
107,910
|
70,079
|
177,989
|
|||
2008
|
107,910
|
56,975
|
164,885
|
✓
|
7,298,099
|
11
|
|
Net change
|
-
|
13,104
|
13,104
|
||||
Robert Pace
|
2009
|
58,874
|
36,101
|
94,975
|
|
||
2008
|
58,874
|
29,626
|
88,500
|
✓
|
3,894,269
|
19
|
|
Net change
|
-
|
6,475
|
6,475
|
(1)
|
The
number of common shares and DRSUs held by each director for 2009 is as at
February 27, 2009 and for 2008 is as at February 29,
2008.
|
(2)
|
The
total value is based on the February 27, 2009 average closing price of the
common shares on the Toronto and New York stock exchanges
(CAD$41.00).
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
15 |
NUMBER
AND % OF MEETINGS ATTENDED
|
||||||||||
DIRECTOR(1)
|
BOARD
|
AUDIT
COMMITTEE
|
CORPORATE
GOVERNANCE
AND
NOMINATING
COMMITTEE
|
ENVI-
RONMENT,
SAFETY
AND
SECURITY
COMMITTEE
|
FINANCE
COMMITTEE
|
HUMAN
RESOURCES
AND
COM-
PENSATION
COMMITTEE
|
INVESTMENT
COMMITTEE
OF
CN’S
PENSION
TRUST
FUNDS
|
STRATEGIC
PLANNING
COMMITTEE
|
COMMITTEES
(TOTAL)
|
OVERALL
ATTENDANCE
|
Michael R.
Armellino
|
8/10
|
6/6
|
-
|
-
|
4/4
|
-
|
5/5
|
3/3
|
18/18
|
26/28
|
(80%)
|
(Chair)
|
(100%)
|
(93%)
|
|||||||
A. Charles
Baillie
|
10/10
|
5/6
|
-
|
-
|
4/4
|
5/5
|
-
|
3/3
|
17/18
|
27/28
|
(100%)
|
(Chair)
|
(94%)
|
(96%)
|
|||||||
Hugh J.
Bolton
|
10/10
|
6/6
|
5/5
|
-
|
-
|
5/5
|
-
|
3/3
|
19/19
|
29/29
|
(100%)
|
(100%)
|
(100%)
|
||||||||
J.V. Raymond Cyr(2)
|
10/10
|
-
|
5/5
|
4/4
|
-
|
-
|
5/5
|
3/3
|
17/17
|
27/27
|
(100%)
|
(Chair)
|
(100%)
|
(100%)
|
|||||||
Ambassador
|
10/10
|
-
|
-
|
4/4
|
4/4
|
5/5
|
-
|
3/3
|
16/16
|
26/26
|
Gordon D.
Giffin
|
(100%)
|
(100%)
|
(100%)
|
|||||||
James K. Gray(3)
|
10/10
|
-
|
4/5
|
3/4
|
-
|
5/5
|
5/5
|
3/3
|
20/22
|
30/32
|
(100%)
|
(91%)
|
(94%)
|
||||||||
E. Hunter
Harrison
|
10/10
|
-
|
-
|
-
|
-
|
-
|
-
|
3/3
|
3/3
|
13/13
|
(100%)
|
(100%)
|
(100%)
|
||||||||
Edith E.
Holiday
|
10/10
|
-
|
5/5
|
4/4
|
-
|
5/5
|
5/5
|
3/3
|
22/22
|
32/32
|
(100%)
|
(100%)
|
(100%)
|
||||||||
V. Maureen
|
10/10
|
-
|
-
|
4/4
|
4/4
|
-
|
5/5
|
3/3
|
16/16
|
26/26
|
Kempston
Darkes
|
(100%)
|
(100%)
|
(100%)
|
|||||||
Robert H. Lee(3)
|
10/10
|
5/6
|
-
|
-
|
4/4
|
-
|
5/5
|
3/3
|
17/18
|
27/28
|
(100%)
|
(94%)
|
(96%)
|
||||||||
The Hon. Denis
Losier
|
10/10
|
6/6
|
5/5
|
-
|
-
|
-
|
5/5
|
3/3
|
19/19
|
29/29
|
(100%)
|
(Chair)
|
(100%)
|
(100%)
|
|||||||
The Hon.
|
10/10
|
-
|
-
|
4/4
|
4/4
|
5/5
|
5/5
|
3/3
|
21/21
|
31/31
|
Edward C.
Lumley
|
(100%)
|
(Chair)
|
(100%)
|
(100%)
|
||||||
David G.A.
McLean
|
10/10
|
-
|
5/5
|
4/4
|
-
|
5/5
|
5/5
|
3/3
|
22/22
|
32/32
|
(100%)
|
(Chair)
|
(100%)
|
(100%)
|
|||||||
(Chair)
|
||||||||||
Robert Pace
|
10/10
|
6/6
|
5/5
|
-
|
-
|
5/5
|
5/5
|
3/3
|
24/24
|
34/34
|
(100%)
|
(Chair)
|
(100%)
|
(100%)
|
(1)
|
All
Board members, other than the members of such following committees,
attended on a non-voting basis the Human Resources and Compensation
Committee meeting held in January 2008 and the Audit Committee meetings
held in April 2008 and July 2008. In addition,
Hugh J. Bolton and Ambassador Gordon D. Giffin attended on a non-voting
basis the Investment Committee meeting held in September 2008 and Michael
R. Armellino attended on a non-voting basis the Human Resources and
Compensation Committee meeting held in December
2008.
|
(2)
|
J.V.
Raymond Cyr retired from the Board on January 4, 2009. Upon his
retirement, V. Maureen Kempston Darkes was appointed Chair of the
Environment, Safety and Security
Committee.
|
(3)
|
James K. Gray and Robert H. Lee
will retire from the Board on the date of the
Meeting.
|
BOARD
AND BOARD COMMITTEE MEETINGS
|
NUMBER
OF MEETINGS HELD
|
Board
|
10
|
Audit
Committee
|
6
|
Corporate Governance and
Nominating Committee
|
5
|
Environment, Safety and Security
Committee
|
4
|
Finance
Committee
|
4
|
Human Resources and Compensation
Committee
|
5
|
Investment Committee of
CN’s Pension Trust
Funds
|
5
|
Strategic Planning
Committee
|
3
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
16 |
(i)
|
Mr. Baillie, a
director of the Company, was a director of Dana Corporation which filed
voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code on March 3,
2006. Dana’s European, South American, Asian-Pacific, Canadian and
Mexican subsidiaries are not included in the Chapter 11 filing. Dana
Corporation successfully emerged from Chapter 11 reorganization in
February 2008. Mr. Baillie is no longer a director of Dana Corporation;
and
|
(ii)
|
Mr. Lumley, a
director of the Company, was a director of Air Canada when it voluntarily
filed for protection under the Companies’
Creditors Arrangement Act (“CCAA”) in April 2003. Air Canada
successfully emerged from the CCAA proceedings and was restructured
pursuant to a plan of arrangement in September 2004. Mr. Lumley is no
longer a director of Air
Canada.
|
CN
MANAGEMENT INFORMATION CIRCULAR
|
17 |
THE CODE OF BUSINESS CONDUCT WAS
REVIEWED AND UPDATED IN
2008.
|
(1)
|
Form
58-101F1 of the Disclosure Instrument (“Form
58-101F1”),
section 2; Governance Policy, section
3.4.
|