Enbridge (NYSE: ENB) shareholders back rights plan, directors and auditor

Rhea-AI Filing Summary

Enbridge Inc. reported that shareholders at the 2026 annual meeting approved amendments to its shareholder rights plan with 95.82% of votes cast in favor. The plan is designed to address take-over bids by making rights exercisable if any holder and related parties reach 20% or more of outstanding common shares without required approvals. If triggered, each other rights holder may buy additional common shares at a 50% discount to market price. Shareholders also elected 12 directors, with support for each nominee generally between about 95% and 99%, and reappointed PricewaterhouseCoopers LLP as independent auditors with 91.89% of votes for. A non-binding advisory vote on Enbridge’s approach to executive compensation received 95.58% support.

8-K Event Classification

4 items: 1.01, 3.03, 5.07, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Rights plan trigger: 20% of outstanding common shares Rights exercise discount: 50% discount to market price Rights plan approval support: 1,186,823,722 votes (95.82%) for +3 more

6 metrics

Rights plan trigger 20% of outstanding common shares Threshold for a holder and related parties to trigger rights

Rights exercise discount 50% discount to market price Price at which rights holders may buy common shares if triggered

Rights plan approval support 1,186,823,722 votes (95.82%) for Resolution to amend, reconfirm and approve rights plan

Say on pay support 1,183,803,375 votes (95.58%) for Advisory vote on executive compensation approach

Auditor ratification support 1,308,744,189 votes (91.89%) for Appointment of PricewaterhouseCoopers LLP as independent auditors

Director support range ≈95.03%–99.09% for Votes for individual director nominees at 2026 annual meeting

Key Terms

shareholder rights plan, take-over bid, broker non-votes, independent auditors, +2 more

6 terms

shareholder rights plan financial

"shareholders voted to amend, reconfirm and approve the Corporation’s shareholder rights plan"

A shareholder rights plan is a board-approved defense that makes an unsolicited takeover harder by triggering measures—such as issuing extra shares or special rights—if one investor accumulates a large stake without board approval. Think of it as a temporary roadblock that protects existing management and gives the company time to seek better offers. It matters to investors because it can affect share price, takeover chances, and whether a competing buyer can quickly buy control.

take-over bid financial

"The Rights Plan encourages the fair treatment of shareholders if there is a take-over bid for control"

A take-over bid is a formal offer by a buyer to purchase shares of a company, often enough to gain control of it. Think of it like someone making a public offer to buy enough houses on a block so they control the neighborhood — it can push the target’s share price up, change who runs the business, and alter future dividends or strategy, so investors care because it affects the value and control of their holdings.

broker non-votes financial

"the number of abstentions and broker non-votes, for each matter voted on"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent auditors financial

"the appointment of PricewaterhouseCoopers LLP as independent auditors of the Corporation"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

say on pay vote financial

"an advisory vote on the Corporation’s approach to executive compensation (a “say on pay vote”)"

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement Shareholder Rights Plan"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 6, 2026

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Charter)

Canada	001-15254	98-0377957
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200, 425 - 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

(Address of Principal Executive Offices) (Zip Code)

1-403-231-3900

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENB	New York Stock Exchange

Item 1.01 Entry into a Material Definitive Agreement

Shareholder Rights Plan

At the 2026 Annual Meeting of Shareholders held on May 6, 2026 (the “Annual Meeting”), the holders of common shares of Enbridge Inc. (the “Corporation”) voted to amend, reconfirm and approve the Corporation’s shareholder rights plan (the “Rights Plan”) under the terms of an agreement between the Corporation and Computershare Trust Company of Canada (“Computershare”), as rights agent. The Rights Plan originally became effective on November 9, 1995, and pursuant to its terms is required to be reconfirmed and approved by a majority of shareholders every three years or it will be terminated and cease to have effect.

The amendments to the Rights Plan approved at the Annual Meeting provide that the Rights Plan must next be approved at the annual meeting of shareholders held three years after the Annual Meeting or the Rights Plan will cease to have effect, and include certain other non-material changes to the Rights Plan.

The Rights Plan encourages the fair treatment of shareholders if there is a take-over bid for control of the Corporation. Rights issued under the Rights Plan become exercisable when a person and any related parties acquire or announce the intention to acquire 20% or more of the Corporation’s outstanding common shares without complying with certain provisions set out in the Rights Plan or without approval of the board of directors of the Corporation (the “Board”). Should such an acquisition or announcement occur, each rights holder, other than the acquiring person and its related parties, will have the right to purchase common shares of the Corporation at a 50% discount to the market price at that time.

The foregoing summary of the Rights Plan and the amendments thereto does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Rights Plan, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Annual Meeting, the holders of common shares of the Corporation voted on: (1) 12 director nominees to be elected to the Board to serve until the close of the Corporation’s next annual meeting of shareholders or until their respective successors have been appointed or elected; (2) the appointment of PricewaterhouseCoopers LLP as independent auditors of the Corporation until the close of the Corporation’s next annual meeting of shareholders at such remuneration to be fixed by the Board; (3) an advisory vote on the Corporation’s approach to executive compensation (a “say on pay vote”); and (4) the amendment, reconfirmation and approval of the Rights Plan under the terms of an agreement between the Corporation and Computershare. The items of business are further described in the Corporation’s management information circular (the “Circular”) filed as Exhibit 99.1 to the Corporation’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 10, 2026.

The tables below set forth the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, for each matter voted on by the Corporation’s shareholders.

1.Election of Directors

Each of the 12 nominees listed below was elected as Director of the Corporation to hold office until the close of the Corporation’s next annual meeting of shareholders or until their successor is appointed or elected.

Name of Nominee		Votes For								Votes Against								Broker Non-Votes
		Number				Percentage				Number				Percentage				Number
M.M. (Mike) Ashar			1,227,334,733				99.09	%			11,251,294				0.91	%			185,696,705
Gaurdie E. Banister			1,224,342,946				98.85	%			14,243,066				1.15	%			185,696,720
Susan M. Cunningham			1,199,514,391				96.85	%			39,071,616				3.15	%			185,696,725
Gregory L. Ebel			1,186,278,023				95.78	%			52,307,984				4.22	%			185,696,725
Jason B. Few			1,222,092,443				98.67	%			16,493,579				1.33	%			185,696,710
Douglas L. Foshee			1,225,039,577				98.91	%			13,546,047				1.09	%			185,697,108
Theresa B.Y. Jang			1,220,282,213				98.52	%			18,303,799				1.48	%			185,696,720
Teresa S. Madden			1,212,425,702				97.89	%			26,160,315				2.11	%			185,696,715
Manjit Minhas			1,221,519,744				98.62	%			17,064,219				1.38	%			185,698,769
Stephen S. Poloz			1,219,932,039				98.49	%			18,653,239				1.51	%			185,697,454
S. Jane Rowe			1,224,734,207				98.88	%			13,851,803				1.12	%			185,696,722
Steven W. Williams			1,177,055,864				95.03	%			61,529,531				4.97	%			185,697,337

2. Appoint PricewaterhouseCoopers LLP as Independent Auditors

The shareholders approved the appointment of PricewaterhouseCoopers LLP as independent auditors of the Corporation until the close of the Corporation’s next annual meeting of shareholders at such remuneration to be fixed by the Board.

Votes For								Votes Withheld								Broker Non-Votes
Number				Percentage				Number				Percentage				Number
	1,308,744,189				91.89	%			115,510,501				8.11	%			28,042

3. Advisory Vote on the Corporation’s Approach to Executive Compensation

The shareholders approved the non-binding advisory resolution regarding the Corporation’s approach to executive compensation, as disclosed in the Circular.

Votes For								Votes Against								Abstentions								Broker Non-Votes
Number				Percentage				Number				Percentage				Number				Percentage				Number
	1,183,803,375				95.58	%			49,202,692				3.97	%			5,580,025				0.45	%			185,696,640

4. Amendment, Reconfirmation and Approval of the Shareholder Rights Plan

The shareholders amended, reconfirmed and approved the Rights Plan under the terms of an agreement between the Corporation and Computershare.

Votes For								Against								Abstentions								Broker Non-Votes
Number				Percentage				Number				Percentage				Number				Percentage				Number
	1,186,823,722				95.82	%			48,909,704				3.95	%			2,852,678				0.23	%			185,696,628

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
4.1		Shareholder Rights Plan Agreement between Enbridge Inc. and Computershare Trust Company of Canada dated as of November 9, 1995 and Amended and Restated as of May 6, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

		ENBRIDGE INC. (Registrant)
Date: May 7, 2026		By:	/s/ David Taniguchi
			David Taniguchi Vice President, Legal & Corporate Secretary (Duly Authorized Officer)

FAQ

What shareholder rights plan did Enbridge (ENB) approve in 2026?

Enbridge shareholders approved amendments to its shareholder rights plan, which addresses take-over bids. Rights become exercisable if any holder reaches 20% of outstanding common shares without required approvals, allowing others to buy shares at a 50% market discount.

How did Enbridge (ENB) shareholders vote on the rights plan amendment?

Enbridge shareholders amended and reconfirmed the rights plan with strong support. The resolution received 1,186,823,722 votes for, or 95.82%, 48,909,704 votes against, 2,852,678 abstentions, and 185,696,628 broker non-votes at the 2026 annual meeting.

What triggers Enbridge’s (ENB) shareholder rights under the new plan?

Rights under Enbridge’s plan are triggered when a person and related parties acquire or announce an intention to acquire 20% or more of outstanding common shares without meeting plan conditions or board approval, enabling other holders to buy shares at a 50% discount.

How did Enbridge (ENB) shareholders vote on executive compensation in 2026?

Shareholders approved Enbridge’s say on pay advisory resolution. The vote recorded 1,183,803,375 votes for (95.58%), 49,202,692 against (3.97%), 5,580,025 abstentions (0.45%), and 185,696,640 broker non-votes, indicating broad support for the compensation approach.

Were Enbridge (ENB) director nominees elected at the 2026 annual meeting?

All 12 Enbridge director nominees were elected to serve until the next annual meeting. Each nominee received strong support, generally between about 95% and 99% of votes cast, with the remainder voted against and a significant number of broker non-votes recorded.

Who did Enbridge (ENB) appoint as independent auditor at the 2026 AGM?

Enbridge shareholders approved PricewaterhouseCoopers LLP as independent auditors until the next annual meeting. The appointment received 1,308,744,189 votes for (91.89%) and 115,510,501 votes withheld (8.11%), with 28,042 broker non-votes recorded in the auditor ratification vote.

Filing Exhibits & Attachments

2 documents

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