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 2023    Commission File Number: 1-31349

 

 

THOMSON REUTERS CORPORATION

(Translation of registrant’s name into English)

 

 

19 Duncan Street, Toronto,

Ontario M5H 3H1, 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/ Jennifer Ruddick
  Name: Jennifer Ruddick
  Title: Deputy Company Secretary

Date: June 15, 2023


EXHIBIT INDEX

 

Exhibit Number

  

Description

99.1    News release dated June 15, 2023 – Thomson Reuters Announces Voting Results for Election of Directors and Return of Capital Transaction
99.2    Report of Voting Results
EX-99.1 - NEWS RELEASE DATED JUNE 15, 2023

Exhibit 99.1

 

LOGO

 

          

Thomson Reuters Announces Voting Results for Election of Directors and Return of Capital Transaction

TORONTO, June 15, 2023 – Thomson Reuters (TSX/NYSE: TRI) today announced the voting results for the election of the company’s Board of Directors and for its proposed return of capital transaction at its annual and special meeting of shareholders held virtually yesterday.

All 14 nominees were elected to the Thomson Reuters Board of Directors, and 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 voting results for directors were as follows:

 

Nominee

   Votes For      % Votes For    Votes Withheld      % Votes Withheld

David Thomson

     421,385,084      98.03%      8,451,576      1.97%

Steve Hasker

     428,662,097      99.73%      1,174,562      0.27%

Kirk E. Arnold

     428,225,758      99.63%      1,610,901      0.37%

David W. Binet

     413,521,465      96.20%      16,315,195      3.80%

W. Edmund Clark, C.M.

     415,604,216      96.69%      14,232,444      3.31%

LaVerne Council

     429,495,797      99.92%      340,862      0.08%

Michael E. Daniels

     423,270,471      98.47%      6,566,188      1.53%

Kirk Koenigsbauer

     429,322,449      99.88%      514,210      0.12%

Deanna Oppenheimer

     426,869,824      99.31%      2,966,835      0.69%

Simon Paris

     428,399,133      99.67%      1,437,527      0.33%

Kim M. Rivera

     429,516,474      99.93%      320,185      0.07%

Barry Salzberg

     428,309,771      99.64%      1,526,888      0.36%

Peter J. Thomson

     418,038,740      97.26%      11,797,920      2.74%

Beth Wilson

     429,355,590      99.89%      481,069      0.11%

Further, shareholders approved a plan of arrangement to implement the company’s proposed return of capital transaction. A final report on voting results will be filed by the company with the Canadian securities regulatory authorities and furnished to the U.S. Securities and Exchange Commission. The return of capital transaction consists of a distribution of US$4.67 in cash per common share (approximately US$2.2 billion in the aggregate) and a consolidation of the company’s outstanding common shares (or reverse stock split) on a basis that is proportional to the cash distribution.

For the other items of business at the annual and special meeting, shareholders re-appointed PricewaterhouseCoopers LLP as the company’s auditor and approved an advisory resolution on executive compensation. 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.

 

LOGO


Timeline/Next Steps

 

   

The plan of arrangement for the return of capital transaction is subject to final approval by the Ontario Superior Court of Justice (Commercial List) as well as the Toronto Stock Exchange (TSX) and New York Stock Exchange (NYSE). The Court hearing for a final order to approve the plan of arrangement is scheduled to take place on June 16, 2023.

 

   

If those final approvals are received:

 

  o

Thomson Reuters will determine the share consolidation ratio after 4:00 p.m. (Toronto time) on June 22, 2023 and issue a news release later that day with applicable information for shareholders;

 

  o

The plan of arrangement will become effective at 3:01 a.m. (Toronto time) on June 23, 2023 and the post-consolidation shares are expected to begin trading on the TSX and NYSE under a new CUSIP when markets open that day;

 

  o

As promptly as practicable after the transaction is effective, the company’s depositary for the transaction (Computershare Investor Services Inc.) will deliver cash distribution amounts to registered participating shareholders, subject to the terms and conditions of the transaction. The effects of the share consolidation will be reflected in the company’s share register. Beneficial or non-registered shareholders participating in the transaction will receive cash distributions from their bank, broker or other intermediary and the effects of the share consolidation will be recorded in their accounts; and

 

  o

Eligible shareholders who duly exercised their right to opt out of the transaction will not receive the cash distribution and will continue to hold the same number of shares that they held prior to the effective time of the transaction. Opt-out deadlines passed earlier this week.

Further details of the proposed return of capital transaction are described in the company’s 2023 management proxy circular and related materials, which are available on www.thomsonreuters.com in the “Investor relations” section. The return of capital documents were previously filed with the Canadian securities regulatory authorities on SEDAR and are available at www.sedar.com. The documents were also furnished to the U.S. Securities and Exchange Commission through EDGAR and are available at www.sec.gov.

Thomson Reuters

Thomson Reuters (NYSE / TSX: TRI) informs the way forward by bringing together the trusted content and technology that people and organizations need to make the right decisions. The company serves professionals across legal, tax, accounting, compliance, government, and media. Its products combine highly specialized software and insights to empower professionals with the data, intelligence, and solutions needed to make informed decisions, and to help institutions in their pursuit of justice, truth, and transparency. Reuters, part of Thomson Reuters, is the world’s leading provider of trusted journalism and news. For more information, visit tr.com.

CONTACTS

 

MEDIA

Andrew Green

Senior Director of Corporate Affairs

+1 347 659 4857

andrew.green@tr.com

  

INVESTORS

Gary Bisbee

Head of Investor Relations

+1 646 540 3249

gary.bisbee@tr.com

 

LOGO

EX-99.2 - REPORT OF VOTING RESULTS

Exhibit 99.2

 

LOGO

Report of Voting Results for 2023 Annual and Special Meeting of Shareholders

TORONTO, June 15, 2023 – Thomson Reuters Corporation (“Thomson Reuters”) today announced voting results for its annual and special meeting of shareholders held virtually on June 14, 2023. The matters set out below are described in greater detail in the management proxy circular dated April 26, 2023. The votes were conducted by ballot.

 

1.

Election of Directors

14 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

     421,385,084      98.03%      8,451,576      1.97%

Steve Hasker

     428,662,097      99.73%      1,174,562      0.27%

Kirk E. Arnold

     428,225,758      99.63%      1,610,901      0.37%

David W. Binet

     413,521,465      96.20%      16,315,195      3.80%

W. Edmund Clark, C.M.

     415,604,216      96.69%      14,232,444      3.31%

LaVerne Council

     429,495,797      99.92%      340,862      0.08%

Michael E. Daniels

     423,270,471      98.47%      6,566,188      1.53%

Kirk Koenigsbauer

     429,322,449      99.88%      514,210      0.12%

Deanna Oppenheimer

     426,869,824      99.31%      2,966,835      0.69%

Simon Paris

     428,399,133      99.67%      1,437,527      0.33%

Kim M. Rivera

     429,516,474      99.93%      320,185      0.07%

Barry Salzberg

     428,309,771      99.64%      1,526,888      0.36%

Peter J. Thomson

     418,038,740      97.26%      11,797,920      2.74%

Beth Wilson

     429,355,590      99.89%      481,069      0.11%

 

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

434,327,171

   99.71%      1,242,334      0.29%

 

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

418,945,886

   97.47%      10,890,801      2.53%

 

4.

Plan of Arrangement

The special resolution approving the plan of arrangement under Section 182 of the Business Corporations Act (Ontario) under which Thomson Reuters will (i) make a cash distribution of US$4.67 per common share, or approximately US$2.2 billion in the aggregate, and (ii) consolidate its outstanding common shares (or “reverse stock split”) on a basis that is proportional to the cash distribution, all as more particularly described in the management proxy circular, was approved.

 

Votes For

   % Votes For    Votes Against      % Votes Against

429,581,471

   99.94%      255,216      0.06%