Strong votes at CGI Inc. (GIB) 2026 AGM as all directors elected, proposals fail

Rhea-AI Filing Summary

CGI Inc. reported results from its January 28, 2026 annual general meeting, held via live webcast. A total of 1,694 shareholders, representing 135,316,374 Class A subordinate voting shares and 24,122,758 Class B multiple voting shares, were present or represented by proxy, equal to about 86.71% of total votes as of the December 1, 2025 record date.

All 14 nominated directors were elected, each receiving strong support, generally above 95% of votes cast. PricewaterhouseCoopers LLP was appointed as auditor until the next annual meeting, with 99.38% of votes cast in favour.

Four shareholder proposals were put to a vote and all were defeated. Support ranged from 1.54% to 18.61%, while opposition ranged from 81.39% to 98.46%, indicating clear shareholder backing for the board’s recommendations.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 January 2026

Commission File Number 000-29716

CGI INC.

(Translation of registrant’s name into English)

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(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

EXHIBIT INDEX

Exhibit Number		Description
99.1		Report on voting results at the Registrant’s annual general meeting of shareholders held on January 28, 2026.

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.

				CGI INC.
				(Registrant)
Date: January 29, 2026				By:		/s/ Benoit Dubé
						Name:		Benoit Dubé
						Title:		Executive Vice-President,
								Legal and Economic Affairs, and
								Corporate Secretary

Exhibit 99.1

CGI INC.

REPORT ON VOTING RESULTS

ANNUAL GENERAL MEETING OF SHAREHOLDERS

JANUARY 28, 2026

The Annual General Meeting of Shareholders of CGI Inc. (“CGI”) was held on Wednesday, January 28, 2026 at 11:00 a.m. via live webcast. 1,694 shareholders holding 135,316,374 Class A subordinate voting shares and 24,122,758 Class B shares (multiple voting) were present or represented by proxy at the meeting, representing approximately 86.71% of the total votes attached to all issued and outstanding shares as of the record date on December 1, 2025.

Election of directors

All 14 directors proposed for election at the Annual General Meeting of Shareholders were elected by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the election of directors were as follows:

		Votes for								Votes withheld
		#				%				#				%
François Boulanger			372,283,032				99.52	%			1,788,770				0.48	%
Sophie Brochu			365,797,926				97.79	%			8,273,876				2.21	%
George A. Cope			367,617,832				98.27	%			6,453,970				1.73	%
Jacynthe Côté			367,848,626				98.34	%			6,223,176				1.66	%
Julie Godin			366,606,766				98.00	%			7,465,036				2.00	%
Serge Godin			357,343,587				95.53	%			16,728,215				4.47	%
Gilles Labbé			369,637,811				98.81	%			4,433,991				1.19	%
Michael B. Pedersen			363,781,598				97.25	%			10,290,204				2.75	%
Stephen S. Poloz			372,934,737				99.70	%			1,137,065				0.30	%
Mary G. Powell			367,833,569				98.33	%			6,238,233				1.67	%
Alison C. Reed			372,926,023				99.69	%			1,145,779				0.31	%
George D. Schindler			368,062,742				98.39	%			6,009,060				1.61	%
Kathy N. Waller			371,914,299				99.42	%			2,157,503				0.58	%

Appointment of the auditor

The resolution to appoint PricewaterhouseCoopers LLP as CGI’s auditor to hold office until the next annual meeting of shareholders or until its successor is appointed, and to authorize the Audit and Risk Management Committee to fix its remuneration, was adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the appointment of the auditor were as follows:

		Votes for								Votes withheld
		#				%				#				%
Auditor			374,225,336				99.38	%			2,318,305				0.62	%

Shareholder proposals

Shareholder Proposal Number One was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number One were as follows:

		Votes for								Votes against
		#				%				#				%
Shareholder Proposal Number One			5,942,407				1.59	%			368,129,391				98.41	%

Shareholder Proposal Number Two was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Two were as follows:

		Votes for								Votes against
		#				%				#				%
Shareholder Proposal Number Two			45,153,101				12.07	%			328,918,696				87.93	%

- 2 -

Shareholder Proposal Number Three was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Three were as follows:

		Votes for								Votes against
		#				%				#				%
Shareholder Proposal Number Three			5,771,644				1.54	%			368,300,152				98.46	%

Shareholder Proposal Number Four was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Four were as follows:

		Votes for								Votes against
		#				%				#				%
Shareholder Proposal Number Four			69,627,228				18.61	%			304,444,568				81.39	%

- 3 -

FAQ

What was shareholder participation at CGI Inc. (GIB) 2026 AGM?

Shareholder participation was high, with 1,694 shareholders represented. They held 135,316,374 Class A subordinate voting shares and 24,122,758 Class B multiple voting shares, representing about 86.71% of total votes as of December 1, 2025.

How did CGI Inc. (GIB) shareholders vote on director elections in 2026?

All 14 director nominees were elected with strong majorities. Individual support levels were generally above 95% of votes cast, indicating broad shareholder backing for the existing board slate and its governance approach at the January 28, 2026 annual meeting.

Which auditor did CGI Inc. (GIB) shareholders approve at the 2026 AGM?

Shareholders approved PricewaterhouseCoopers LLP as CGI’s auditor. The appointment received 374,225,336 votes for, or 99.38%, with 2,318,305 votes withheld, or 0.62%, to serve until the next annual shareholders’ meeting or until a successor is appointed.

How did CGI Inc. (GIB) shareholders vote on Shareholder Proposal Number Two?

Shareholder Proposal Number Two was rejected. It received 45,153,101 votes for, or 12.07%, and 328,918,696 votes against, or 87.93%, showing a clear majority of shareholders opposed the proposal at the 2026 annual meeting.

What were the results for CGI Inc. (GIB) Shareholder Proposal Number Four?

Shareholder Proposal Number Four was not adopted. It received 69,627,228 votes for, or 18.61%, and 304,444,568 votes against, or 81.39%, indicating that most voting shareholders did not support the proposal at the January 28, 2026 meeting.

Did any shareholder proposals pass at CGI Inc. (GIB) 2026 AGM?

No shareholder proposals were adopted. Proposals One, Two, Three, and Four all failed, with support ranging from 1.54% to 18.61% of votes cast, while opposition ranged from 81.39% up to 98.46% against these items.