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Strong support as Bank of Montreal (TSX: BMO) rejects 8 shareholder proposals

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Bank of Montreal reported the results of its April 15, 2026 annual shareholder meeting. All 14 director nominees were elected with strong support, with individual "for" votes ranging from 95.98% to 99.78%. Shareholders also approved appointing KPMG LLP as auditors for the 2026 fiscal year, with 91.63% of votes cast in favour.

Shareholders backed an advisory resolution on the bank’s approach to executive compensation, with 96.34% of votes for and 3.66% against. Eight shareholder proposals on topics including meeting participation, youth inclusion in governance, compensation policy, board skills, systemic role, AI oversight, enhanced disclosure, and environmental policies were all rejected, with support ranging from 0.83% to 22.17% of votes cast.

Positive

  • None.

Negative

  • None.
Highest director support 368,811,632 votes (99.78% for) Election of Brian McManus as director
Lowest director support 354,755,101 votes (95.98% for) Election of Janice M. Babiak as director
Auditor appointment approval 347,812,508 votes (91.63% for) Appointment of KPMG LLP for 2026 fiscal year
Say-on-pay approval 356,077,044 votes (96.34% for) Advisory vote on executive compensation approach
Support for AI oversight proposal 81,714,613 votes (22.17% for) Shareholder Proposal No. 6 on AI oversight
Support for environmental policy proposal 50,334,994 votes (13.80% for) Shareholder Proposal No. 8 on environmental policies
Lowest support among proposals 3,071,879 votes (0.83% for) Shareholder Proposal No. 1 on AGM participation
National Instrument 51-102 regulatory
"REPORT UNDER NATIONAL INSTRUMENT 51-102 REPORT OF VOTING RESULTS"
National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.
Report of Voting Results regulatory
"REPORT UNDER NATIONAL INSTRUMENT 51-102 REPORT OF VOTING RESULTS"
advisory vote financial
"Advisory Vote on the Bank’s approach to Executive Compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Executive Compensation financial
"advisory resolution on the Bank’s approach to Executive Compensation"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
Shareholder Proposal financial
"Shareholder Proposal No. 1: Strengthening shareholder participation in Annual General Meetings"
A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.
abstention regulatory
"An abstention is counted as present for quorum purposes but is not counted as a vote cast"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Bank of Montreal (BMO) shareholders vote on director elections?

All 14 director nominees were elected with strong support. Individual “for” votes ranged from 95.98% to 99.78%, indicating broad shareholder confidence in the existing board composition and its oversight of the bank’s strategy and risk management.

What was the outcome of Bank of Montreal (BMO)’s say-on-pay vote?

Shareholders approved BMO’s approach to executive compensation. The advisory vote received 356,077,044 votes, or 96.34%, in favour and 3.66% against, signalling strong support for how the bank links pay to performance and its overall compensation framework.

Did Bank of Montreal (BMO) shareholders approve the auditors for 2026?

Yes. Shareholders approved the appointment of KPMG LLP as auditors for the 2026 fiscal year. The resolution received 347,812,508 votes, or 91.63%, in favour, with 8.37% of votes withheld, confirming continued support for KPMG as external auditor.

How did Bank of Montreal (BMO) shareholders vote on AI oversight Proposal No. 6?

Shareholder Proposal No. 6 on AI oversight was not approved. It received 81,714,613 votes, or 22.17%, in favour and 77.83% against, with additional abstentions, showing a minority but notable level of support for enhanced oversight of artificial intelligence.

Were Bank of Montreal (BMO)’s environmental policy proposals approved?

No. Shareholder Proposal No. 8, an advisory vote on environmental policies, was rejected. It received 50,334,994 votes, or 13.80%, in favour and 86.20% against, indicating limited support for changing the bank’s environmental policy framework through this proposal.

What happened to the other shareholder proposals at Bank of Montreal (BMO)?

Shareholder Proposals Nos. 1–5 and 7 on participation, youth inclusion, compensation, board skills, systemic role, and disclosure all failed. Support ranged from 0.83% to 8.85%, except Proposal No. 7 on board skills at 8.85%, reflecting generally low backing for these changes.
 
 

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

of the Securities Exchange Act of 1934

 

For the month of: April, 2026    Commission File Number: 001-13354

BANK OF MONTREAL

(Name of Registrant)

 

100 King Street West   
1 First Canadian Place    129 rue Saint-Jacques
Toronto, Ontario    Montreal, Quebec
Canada, M5X 1A1    Canada, H2Y 1L6
(Executive Offices)    (Head 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 

 

 

INCORPORATION BY REFERENCE

The information contained in this Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (“SEC”) solely for purposes of incorporation by reference into and as part of the following registration statements of the registrant on file with and declared effective by the SEC:

 

  1.

Registration Statement – Form F-3 – File No. 333-214934

 

  2.

Registration Statement – Form F-3 – File No. 333-285508

 

  3.

Registration Statement – Form S-8 – File No. 333-191591

 

  4.

Registration Statement – Form S-8 – File No. 333-180968

 

  5.

Registration Statement – Form S-8 – File No. 333-177579

 

  6.

Registration Statement – Form S-8 – File No. 333-177568

 

  7.

Registration Statement – Form S-8 – File No. 333-176479

 

  8.

Registration Statement – Form S-8 – File No. 333-175413

 

  9.

Registration Statement – Form S-8 – File No. 333-175412

 

  10.

Registration Statement – Form S-8 – File No. 333-113096

 

  11.

Registration Statement – Form S-8 – File No. 333-14260

 

  12.

Registration Statement – Form S-8 – File No. 33-92112

 

  13.

Registration Statement – Form S-8 – File No. 333-207739

 

  14.

Registration Statement – Form S-8 – File No. 333-237522

 

  15.

Registration Statement – Form S-8 – File No. 333-276007

 

 
 


EXHIBIT INDEX

 

Exhibit    Description of Exhibit
99.1    Report under Canadian National Instrument 51-102 on Voting Results of Annual Meeting


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.

 

    BANK OF MONTREAL
    By:  

/s/ Rahul Nalgirkar

    Name:   Rahul Nalgirkar
    Title:   Chief Financial Officer
Date: April 15, 2026     By:  

/s/ Pascale Elharrar

    Name:   Pascale Elharrar
    Title:   Corporate Secretary

Exhibit 99.1

REPORT UNDER NATIONAL INSTRUMENT 51-102

REPORT OF VOTING RESULTS

To: Canadian Securities Administrators

In accordance with section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, the following sets out the matters voted on at the Annual Meeting of Shareholders of Bank of Montreal (the “Bank”) held on April 15, 2026 and, as such votes were conducted by ballot, the number and percentage of votes cast FOR, AGAINST/WITHHELD from each vote. Each of the matters set out below is described in greater detail in the Notice of Annual Meeting of Shareholders and Management Proxy Circular which is available at www.bmo.com/investorrelations.

1. Election of Directors

A ballot was conducted to vote on each resolution to appoint each of the following 14 nominees as a Director of the Bank to serve until the next Annual Meeting of Shareholders of the Bank or until their resignation or their successor is elected or appointed, and the outcome was as follows:

 

         
Nominee      Votes For       % Votes For     Votes Withheld     % Votes Withheld

Janice M. Babiak

     354,755,101      95.98%   14,859,714  

4.02%

Craig W. Broderick

     367,498,923      99.43%   2,115,892  

0.57%

Tammy L. Brown

     368,739,106      99.76%   875,709  

0.24%

Hazel Claxton

     368,428,591      99.68%   1,186,224  

0.32%

Diane L. Cooper

     368,205,660      99.62%   1,407,884  

0.38%

George A. Cope

     357,023,631      96.59%   12,591,185  

3.41%

Stephen Dent

     365,401,455      98.86%   4,213,360  

1.14%

Martin S. Eichenbaum

     365,964,241      99.01%   3,650,574  

0.99%

David Harquail

     368,545,013      99.71%   1,069,802  

0.29%

Eric R. La Flèche

     358,092,154      96.88%   11,522,661  

3.12%

Brian McManus

     368,811,632      99.78%   803,183  

0.22%

Lorraine Mitchelmore

     364,043,370      98.49%   5,571,445  

1.51%

Madhu Ranganathan

     368,358,842      99.66%   1,255,973  

0.34%

Darryl White

     367,707,076      99.48%   1,907,740  

0.52%

2. Appointment of Shareholders’ Auditors

A ballot was conducted to vote on the resolution to appoint the firm of KPMG LLP as the auditors of the Bank for the 2026 fiscal year and the outcome was as follows:

 

       

Votes For

  % Votes For   Votes Withheld   % Votes Withheld

347,812,508

  91.63%   31,783,815   8.37%

3. Advisory Vote on the Bank’s approach to Executive Compensation

A ballot was conducted to vote on the advisory resolution on the Bank’s approach to Executive Compensation and the outcome was as follows:

 

       

Votes For

  % Votes For   Votes Against   % Votes Against

356,077,044

  96.34%   13,536,959   3.66%


 

- 2 -

 

4. Shareholder Proposal No. 1: Strengthening shareholder participation in Annual General Meetings

 

         

Votes For

  % Votes For   Votes Against   % Votes Against   Abstentions*

3,071,879

  0.83%   365,282,641   99.17%   1,259,269

5. Shareholder Proposal No. 2: Inclusion of Young People in the Bank’s Governance Bodies

 

         

Votes For

  % Votes For   Votes Against   % Votes Against   Abstentions*

7,170,040

  1.95%   361,413,639   98.05%   1,025,059

6. Shareholder Proposal No. 3: Responsible, Performance-Aligned Executive Compensation Policy

 

         

Votes For

  % Votes For   Votes Against   % Votes Against   Abstentions*

19,575,021

  5.31%   348,822,269   94.69%   1,215,803

7. Shareholder Proposal No. 4: Strategic Diversification of Skills on the Board of Directors

 

         

Votes For

  % Votes For   Votes Against   % Votes Against   Abstentions*

32,581,413

  8.85%   335,622,304   91.15%   1,409,896

8. Shareholder Proposal No. 5: Formal Recognition of the Board of Directors’ Systemic Role

 

         

Votes For

  % Votes For   Votes Against   % Votes Against   Abstentions*

24,409,155

  6.67%   341,753,537   93.33%   3,451,100

9. Shareholder Proposal No. 6: Oversight of Artificial Intelligence to Preserve the Human Dimension

 

         

Votes For

  % Votes For   Votes Against   % Votes Against   Abstentions*

81,714,613

  22.17%   286,800,664   77.83%   1,098,977

10. Shareholder Proposal No. 7: Public Disclosure of Non-Confidential Information, Country-By-Country Reporting, Compensation Ratios and Tax Havens

 

         

Votes For

  % Votes For   Votes Against   % Votes Against   Abstentions*

27,256,945

  7.40%   341,061,676   92.60%   1,294,793


 

- 3 -

 

11. Shareholder Proposal No. 8: Advisory Vote on Environmental Policies

 

         

Votes For

  % Votes For   Votes Against   % Votes Against   Abstentions*

50,334,994

  13.80%   314,304,240   86.20%   4,971,170

*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.

Dated this 15th day of April, 2026.

     Bank of Montreal

     By: /s/ Pascale Elharrar

     Pascale Elharrar

     Corporate Secretary

Filing Exhibits & Attachments

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