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 2020

Commission File Number: 1-31349

 

 

THOMSON REUTERS CORPORATION

(Translation of registrant’s 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 - NEWS RELEASE

Exhibit 99.1

 

LOGO

 

LOGO

 

 

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 company’s 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. Bair’s 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 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 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 world’s 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

 

LOGO

EXHIBIT 99.2 - VOTING RESULTS

Exhibit 99.2

 

LOGO

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.