EX-99.2 3 tfii-ex99_2.htm EX-99.2 EX-99.2

 

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Exhibit 99.2

 

April 23, 2025

 

TO:

Autorité des marchés financiers

 

Alberta Securities Commission

 

Saskatchewan Financial Services Commission, Securities Division

 

Manitoba Securities Commission

 

Ontario Securities Commission

 

Office of the Administrator of Securities, New Brunswick

 

Nova Scotia Securities Commission

 

Registrar of Securities, Prince Edward Island

 

Securities Commission of Newfoundland and Labrador

 

 

RE:

Report of Voting Results pursuant to section 11.3 of National Instrument 51‑102 – Continuous Disclosure Obligations (“NI 51‑102”)

 

 

 

Dear Sirs:

 

Following the annual meeting of shareholders of TFI International Inc. (the “Corporation”) held on April 23, 2025 (the “Meeting”), and in accordance with section 11.3 of NI 51‑102, we hereby advise you of the following voting results obtained at the Meeting:

 

1.
Election of Directors of the Corporation

 

A ballot was conducted with respect to the election of directors. The ten individuals named below were elected as directors of the Corporation until the next annual meeting of shareholders, with the following results:

 

NAME

FOR

AGAINST

Number

%

Number

%

Leslie Abi-Karam

66,539,956

98.37

1,099,758

1.63

Alain Bédard

65,064,475

96.19

2,575,238

3.81

André Bérard

58,888,382

87.06

8,751,332

12.94

William T. England

66,205,426

97.88

1,434,288

2.12

Diane Giard

67,372,662

99.61

267,052

0.39

Debra Kelly-Ennis

59,184,832

87.50

8,454,882

12.50

Sébastien Martel

67,372,040

99.60

267,674

0.40

John M. Pratt

67,365,116

99.59

274,600

0.41

Joey Saputo

59,224,449

87.56

8,415,265

12.44

Rosemary Turner

67,267,089

99.45

372,626

0.55

 


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2.
Appointment of Auditors

 

KPMG s.r.l./S.E.N.C.L.R were appointed as auditors of the Corporation by voice vote.

 

Proxies received by the Corporation prior to the Meeting with respect to the appointment were as follows:

 

Votes For

Votes Withheld

Number

%

Number

%

60,465,840

88.52

7,841,960

11.48

 

3.
Advisory Vote on Executive Compensation (“Say on Pay”)

 

A resolution set out in the management proxy circular of the Corporation dated March 12, 2025 (the “Circular”) approving, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, the compensation of the Corporation’s Named Executive Officers as disclosed in the Circular, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure, was adopted on a voice vote.

 

Proxies received by the Corporation prior to the Meeting with respect to the resolution were as follows:

 

For

Against

Number

%

Number

%

59,525,456

88.00

8,114,259

12.00

 

TFI INTERNATIONAL INC.

 

 

 

per: (signed) Josiane M. Langlois

Josiane M. Langlois, Secretary