TC Energy (TRP) AGM 2024 summary

Opening remarks and agenda

• Chair welcomed shareholders, acknowledged Indigenous lands, and outlined the agenda, including director elections, auditor appointment, a major spin-off, executive compensation, and a shareholder proposal.

• Annual and Special Meeting held virtually on June 4, 2024, with voting on director elections, auditor appointment, arrangement resolution, South Bow Shareholder Rights Plan, and an executive compensation proposal.

Board and executive committee updates

• John Lowe chaired his first meeting, succeeding Siim Vanaselja, who remains on the board and stands for re-election.

• Board set the number of directors at 13, with all nominees standing for one-year terms.

• 13-member Board, 92% independent, with separate Board Chair and CEO roles; 38% women and two racially or ethnically diverse directors; average tenure of five years.

• All directors received over 90% support in 2023; 11 of 13 received over 99%.

• Board recommends re-election of all nominated directors.

Shareholder proposals

• Chief Na'moks presented a proposal for an independent assessment of the company's approach to Indigenous consent, citing human rights concerns and financial risks; the proposal did not pass.

• Proposal from Salal Foundation requested independent assessment of damages from not obtaining Free, Prior and Informed Consent; Board recommends voting against, citing existing engagement and reporting practices.