FORM 6-K

 

 

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 2019    Commission File Number: 1-31349

 

 

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

 

 

333 Bay Street, Suite 400

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:   Assistant Secretary

Date: June 6, 2019      


EXHIBIT INDEX

 

Exhibit Number

  

Description

99.1    News release dated June 6, 2019 – Thomson Reuters Announces Voting Results for Election of Directors
99.2    Report of Voting Results
EXHIBIT 99.1 - NEWS RELEASE

Exhibit 99.1

 

LOGO

 

LOGO

  

LOGO

 

 

Thomson Reuters Announces Voting Results for Election of Directors

TORONTO, June 6, 2019 – Thomson Reuters (TSX / NYSE: TRI) today announced the voting results from the election of the company’s Board of Directors at its annual meeting of shareholders held yesterday in Toronto.

All 11 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.

The results were as follows:

 

         
Nominee    Votes For    % Votes For    Votes Withheld    % Votes Withheld

David Thomson

   439,684,245    98.62%    6,132,296    1.38%

James C. Smith

   440,847,219    98.89%    4,966,579    1.11%

Sheila C. Bair

   445,345,682    99.89%    469,173    0.11%

David W. Binet

   422,337,694    94.73%    23,473,360    5.27%

W. Edmund Clark, C.M.

   422,229,427    94.71%    23,580,663    5.29%

Michael E. Daniels

   435,940,443    97.79%    9,869,609    2.21%

Vance K. Opperman

   430,123,737    96.48%    15,686,298    3.52%

Kristin C. Peck

   437,876,721    98.22%    7,931,115    1.78%

Barry Salzberg

   444,316,336    99.67%    1,486,445    0.33%

Peter J. Thomson

   422,749,542    94.83%    23,052,697    5.17%

Wulf von Schimmelmann

   438,610,211    98.39%    7,191,502    1.61%

For other items of business at the annual meeting, shareholders re-appointed PricewaterhouseCoopers LLP as the company’s 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 (TSX/NYSE: TRI) is the world’s leading provider of news and information-based tools to professionals. Our worldwide network of journalists and specialist editors keep customers up to speed on global developments, with a particular focus on legal, regulatory and tax changes. Thomson Reuters shares are listed on the Toronto and New York Stock Exchanges. For more information on Thomson Reuters, visit tr.com and for the latest world news, reuters.com.

CONTACTS

 

MEDIA

 

David Crundwell

Senior Vice President, Corporate Affairs

+1 416 649 9904

david.crundwell@tr.com

  

INVESTORS

 

Frank J. Golden

Senior Vice President, Investor Relations

+1 646 223 5288

frank.golden@tr.com

EXHIBIT 99.2 - VOTING RESULTS

Exhibit 99.2

 

LOGO

Report of Voting Results for 2019 Annual Meeting of Shareholders

TORONTO, June 6, 2019 – Thomson Reuters Corporation (“Thomson Reuters”) today announced voting results for its annual meeting of shareholders held on June 5, 2019 in Toronto. The matters set out below are described in greater detail in the management proxy circular dated April 17, 2019. The votes were conducted by ballot.

 

1.

Election of Directors

11 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

  439,684,245   98.62%   6,132,296   1.38%

James C. Smith

  440,847,219   98.89%   4,966,579   1.11%

Sheila C. Bair

  445,345,682   99.89%   469,173   0.11%

David W. Binet

  422,337,694   94.73%   23,473,360   5.27%

W. Edmund Clark, C.M.

  422,229,427   94.71%   23,580,663   5.29%

Michael E. Daniels

  435,940,443   97.79%   9,869,609   2.21%

Vance K. Opperman

  430,123,737   96.48%   15,686,298   3.52%

Kristin C. Peck

  437,876,721   98.22%   7,931,115   1.78%

Barry Salzberg

  444,316,336   99.67%   1,486,445   0.33%

Peter J. Thomson

  422,749,542   94.83%   23,052,697   5.17%

Wulf von Schimmelmann

  438,610,211   98.39%   7,191,502   1.61%

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  
454,095,115   99.89%   496,698   0.11%  

 

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  
427,333,399   95.86%   18,477,544   4.14%  

 

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*  
7,023,185   1.58%   437,746,061   98.42%   1,036,464  

* 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.