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 March 2020
Commission File No. 1-31690
TC Energy Corporation
(Translation of Registrant's Name into English)
450 – 1 Street S.W., Calgary, Alberta, T2P 5H1, Canada
(Address of Principal Executive Offices)
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 þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Exhibits 99.1 and 99.2 to this report, furnished on Form 6-K, are furnished, not filed, and will not be incorporated by reference into any registration statement filed by the registrant under the Securities Act of 1933, as amended.
EXHIBIT INDEX |
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.
Date: March 16, 2020
TC ENERGY CORPORATION | ||
By: | /s/ Donald R. Marchand | |
Donald R. Marchand | ||
Executive Vice-President, Strategy & Corporate Development and Chief Financial Officer | ||
By: | /s/ Christine R. Johnston | |
Christine R. Johnston | ||
Vice-President, Law and Corporate Secretary | ||
EXHIBIT 99.1 . 8th Floor, 100 University Avenue Toronto, Ontario M5J 2Y1 www.computershare.com Security Class Holder Account Number Fold Form of Proxy - Annual Meeting to be held on May 1, 2020 Notes to proxy 1. Throughout this document TC Energy means TC Energy Corporation and you and your mean the holder of common shares of TC Energy Corporation. 2. You have the right to appoint anyone to attend and act on your behalf at the meeting (proxyholder) – the person does not need to be a TC Energy shareholder. If you wish to appoint a person other than the management nominees listed in this form of proxy, please insert the name of your chosen proxyholder in the space provided (see reverse). 3. If the shares are registered in the name of more than one owner (for example joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. For securities registered in the name of a corporation, estate, trust or minor, an authorized officer or attorney must sign this form and state his or her signing capacity or position. This person may also have to provide proof that he or she is authorized to sign. 4. This form of proxy should be signed in the exact manner as the name appears on the proxy. 5. If this form of proxy is not dated, it will be deemed to be dated the date this form was received by or on behalf of us. 6. The shares represented by this form of proxy will be voted as you direct, however, if you do not make a direction in respect of any matter, this proxy will be voted as recommended by management. 7. If there are any amendments to the items of business identifiedin the Notice of annual meeting of shareholders or any other matters that properly come before the meeting, your proxyholder has the discretion to vote as he or she sees fit; in each instance, to the extent permitted by law, whether or not the amendment or other item of business that comes before the meeting is routine or contested. 8. This proxy should be read in conjunction with the Notice of annual meeting of shareholders, and the Management information circular. 9. Proxies are counted and tabulated by Computershare, TC Energy’s transfer agent, in such a manner as to ensure the votes are kept confidential, except: (a) as required by law, (b) if there is a proxy contest, or (c) if there are written comments on the form of proxy. 10. Late proxies may be accepted or rejected by the chair of the meeting at his or her discretion and the chair of the meeting is under no obligation to accept or reject any particular late proxy. The chair of the meeting may waive or extend the proxy cut-off without notice. Fold Proxies submitted must be received by 12:00 pm, Eastern Daylight Time, on April 29, 2020. If the meeting is postponed or adjourned, we must receive your proxy at least 48 hours (excluding Saturdays, Sundays and holidays) before the start of the reconvened meeting. VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK! . . . To Vote Using the Telephone To Vote Using the Internet To Receive Documents Electronically • Call the number listed BELOW from a touch tone • Go to the following web site: • You can enroll to receive future securityholder telephone. www.investorvote.com communications electronically, by visiting www.investorcentre.com/tcenergy. When you register 1-866-732-VOTE (8683) Toll Free • Smartphone? for electronic documents a tree will be planted on your Scan the QR code to vote now. behalf. If you vote by telephone or the internet, DO NOT mail back this proxy. Voting by mail, courier or hand delivery is the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. Voting by mail or by internet are the only methods by which a holder may appoint a person as proxyholder other than the management nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy. To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below. CONTROL NUMBER 01K0TC
. Appointment of Proxyholder I/We, being shareholder(s) of TC Energy hereby appoint: Siim A. Vanaselja, Chair, or failing him Russell K. Girling, President and CEO, or failing him Christine R. Johnston, Vice-President, Law and Corporate Secretary OR If you wish to appoint someone to act as your proxyholder, other than the management nominees listed in this form of proxy, print the name of the person you are appointing as your proxyholder in the box to the right: as my/our proxyholder with full power of substitution and to vote in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual Meeting of Shareholders of TC Energy to be held at the Markin MacPhail Centre, Canada Olympic Park, 88 Canada Olympic Road S.W., Calgary, Alberta T3B 5R5 on Friday, May 1, 2020 at 10:00 a.m. (Mountain Daylight Time) and at any adjournment thereof. VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES. 1. Election of Directors For Withhold For Withhold For Withhold For Withhold 01. Stéphan Crétier 02. Michael R. Culbert 03. Russell K. Girling 04. Susan C. Jones 07. David 05. Randy Limbacher 06. John E. Lowe 08. Una Power MacNaughton Fold 09. Mary Pat 10. Indira V. 11. D. Michael G. 12. Siim A. Vanaselja Salomone Samarasekera Stewart 13. Thierry Vandal 14. Steven W. Williams For Withhold 2. Appointment of Auditors Resolution to appoint KPMG LLP, Chartered Professional Accountants as auditors and authorize the directors to fix their remuneration. For Against 3. Advisory Vote on Executive Compensation Resolution to accept TC Energy’s approach to executive compensation, as described in the Management information circular. As we monitor the COVID-19 outbreak, community health and well-being is our priority. Registered shareholders are encouraged to: · vote by mail, phone or online before noon EDT on April 29, 2020, and · participate in the annual meeting by webcast. Watch our website for more information and updates. The proxy is solicited by and on behalf of the management of TC Energy. This form of the proxy, when properly executed, confers discretionary authority with respect to amendments to the matters identified in the Notice of annual meeting of shareholders or other matters which properly come before the meeting and the replacement of any nominee identified above if such nominee becomes unable or unwilling to serve. Management knows of no such amendments, replacements or other matters. The shares represented by this proxy will be voted or withheld from voting on any ballot that may be called for. Where the person whose proxy is solicited specifies a choice with respect to any matter to be voted upon, the shares shall be voted in accordance with the choice so made. If no choice is specified, the shares represented by this proxy Fold will be voted as recommended by management. Signature(s) Authorized Signature(s) - This section must be completed for your instructions to be executed. I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby Signing Capacity (if applicable) Date revoke any proxy previously given with respect to the meeting. If no voting instructions are indicated above, this proxy will be voted as recommended by management. MM / DD / YY Interim Financial Documents Annual Financial Statements and Annual Reports In accordance with securities regulations, shareholders may elect annually to receive interim As a registered shareholder you will receive annual financial statements, management’s financial statements and management’s discussion and analysis, if they so request. If you discussion and analysis relating to annual financial statements, and annual reports. If you wish to receive interim financial statements and management’s discussion and analysis, DO NOT want to receive these materials, please mark the box. If you do not mark the box, please mark this box: you will continue to receive these materials. As always, you can access TC Energy reports online at www.tcenergy.com TRPQ 292344 AR2 01K0VD
EXHIBIT 99.2 Notice of 2020 annual meeting and notice of availability of meeting materials You are receiving this notice as a registered TC Energy Corporation shareholder.* Notice and access MEETING MATERIALS: MANAGEMENT INFORMATION CIRCULAR – FEBRUARY 27, 2020 2019 ANNUAL REPORT Meeting date and location We are using ‘notice and access’ to deliver our Management information circular (circular) dated February 27, 2020 and WHEN Friday, May 1, 2020 our 2019 Annual report to you by providing you with 10 a.m. MDT electronic access to the documents, instead of mailing paper WHERE Markin MacPhail Centre copies. Notice and access is a more environmentally friendly Canada Olympic Park and cost-conscious way to deliver our meeting materials, 88 Canada Olympic Road SW reducing paper consumption and printing and mailing costs to Calgary, AB shareholders. Enclosed with this notice you will find a form of proxy so you can vote your shares.See the ‘How to vote’ section below. PLEASE REVIEW THE CIRCULAR PRIOR TO VOTING YOUR SHARES. What you’re voting on The following items of business are described in the “Business of the meeting” section of the Management information circular and other applicable sections listed below: ELECTION OF Electing the directors who will serve until the end of our next Pages 12-26 1 DIRECTORS annual shareholder meeting. APPOINTMENT OF Appointing KPMG LLP, Chartered Professional Accountants as Pages 10-11 2 AUDITORS auditors and authorize the directors to fix their remuneration. ADVISORY VOTE Accepting TC Energy’s approach to executive compensation, as Pages 11, 60-65, 75-115 3 ON EXECUTIVE described in the circular. COMPENSATION To access the Management information circular and the 2019 Annual report, go to: www.TCEnergy.com/Notice-And-Access or www.sedar.com *Throughout this notice, ‘TC Energy’ and ‘our’ refer to TC Energy Corporation and ‘you’, ‘your’, and ‘shareholder’ refer to a registered holder of common shares of TC Energy Corporation.
How to request a paper copy of the circular or How to vote Annual report You have options. To vote your shares, use one of As a shareholder, you can request a paper copy of the following voting methods (these methods are the circular or 2019 Annual report by mail, at no also outlined on your enclosed form of proxy): cost to you, for up to one year beginning March 24, 2020 by using the control number on your enclosed form of proxy. ON THE Go to investorvote.com INTERNET To request a paper copy before the meeting date, call the number below and follow the BY instructions: Call 1-866-732-8683 PHONE Toll free, within North America, call: Computershare Trust BY 1-866-962-0498 Company of Canada PHONE th BY MAIL 8 Floor, 100 University Ave Outside of North America, Toronto, ON M5J 2Y1 call: 1-514-982-8716 Attention: Proxy Department To ensure you receive the materials in advance of Please note you cannot vote your shares by the voting deadline, all requests should be returning this notice. received by 5 p.m. EDT on Wednesday, April 15, 2020. To be valid, your form of proxy must be received by 12 p.m. EDT on Wednesday, April 29, 2020. If Please note you will not be sent another form of the meeting is adjourned or postponed, your form proxy, so please retain the one mailed to you to of proxy must be received no less than 48 working vote your shares. hours before the time of the adjourned or postponed meeting. We also provide paper copies of the circular and 2019 Annual report to shareholders or beneficial owners who have standing instructions to receive, or for who TC Energy has received a request to provide, paper copies of materials. Questions? If you have any questions about this notice, or to request copies of the circular or 2019 Annual report after the meeting date, please contact our Investor Relations line at 1-800-361-6522. *Throughout this notice, ‘TC Energy’ and ‘our’ refer to TC Energy Corporation and ‘you’, ‘your’, and ‘shareholder’ refer to a registered holder of common shares of TC Energy Corporation.
Notice of 2020 annual meeting and notice of availability of meeting materials You are receiving this notice as a beneficial TC Energy Corporation shareholder.* Notice and access MEETING MATERIALS: MANAGEMENT INFORMATION CIRCULAR – FEBRUARY 27, 2020 Meeting date and location We are using ‘notice and access’ to deliver our Management information circular (circular) dated February 27, 2020 to you by providing you with electronic access to the documents, WHEN Friday, May 1, 2020 instead of mailing paper copies. Notice and access is a more 10 a.m. MDT environmentally friendly and cost-conscious way to deliver the circular, reducing paper consumption and printing and WHERE Markin MacPhail Centre Canada Olympic Park mailing costs to securityholders. 88 Canada Olympic Road SW Enclosed with this notice you will find a voting instruction Calgary, AB form so you can vote your shares. See the ‘How to vote’ section below. PLEASE REVIEW THE CIRCULAR PRIOR TO VOTING YOUR SHARES. What you’re voting on The following items of business are described in the “Business of the meeting” section of the Management information circular and other applicable sections listed below: ELECTION OF Electing the directors who will serve until the end of our next Pages 12-26 1 DIRECTORS annual shareholder meeting. APPOINTMENT OF Appointing KPMG LLP, Chartered Professional Accountants as Pages 10-11 2 AUDITORS auditors and authorize the directors to fix their remuneration. ADVISORY VOTE Accepting TC Energy’s approach to executive compensation, as Pages 11, 60-65, 75-115 3 ON EXECUTIVE described in the circular. COMPENSATION To access the Management information circular and the 2019 Annual report, go to: www.TCEnergy.com/Notice-And-Access or www.sedar.com *Throughout this notice, ‘TC Energy’ and ‘our’ refer to TC Energy Corporation and ‘you’, ‘your’ and ‘shareholder’ refer to a beneficial holder of common shares of TC Energy Corporation.
How to vote How to request a paper copy of the circular You have options. To vote your shares, use one of Shareholders may request to receive a paper copy the following voting methods (these methods are of the circular by mail, at no cost, for up to one also outlined on your enclosed voting instruction year beginning March 24, 2020 by using the form): control number on the enclosed voting instruction form. ON THE Go to proxyvote.com To request a paper copy before the meeting date, INTERNET call the number below and follow the instructions: BY Call 1-800-474-7493 (English) PHONE or 1-800-474-7501 (French) Toll free, within North America, call: 1-877-907-7643 Data Processing Centre PO Box 3700, BY Outside of North America, BY MAIL Stn Industrial Park PHONE call: 1-905-507-5450 Markham, ON L3R 9Z9 If you do not have a control number, please call toll free Please note you cannot vote your shares by at 1-855-887-2243 returning this notice. To be valid, your voting instruction form must be ON THE Go to proxyvote.com received by 12 p.m. EDT on Wednesday, INTERNET April 29, 2020. If the meeting is adjourned or postponed, your voting instruction form must be received no less than 48 working hours before the To ensure you receive the materials in advance of time of the adjourned or postponed meeting. the voting deadline, all requests should be received by 5 p.m. EDT on Wednesday, Your voting instruction form may provide for an April 15, 2020. earlier voting deadline in order to process your votes in a timely manner. To ensure your votes Please note you will not be sent another voting are counted, you should ensure your voting instruction form, so please retain the one mailed instruction form is submitted in the timeline to you to vote your shares. provided for on such voting instruction form. We also provide paper copies of the circular and 2019 Annual report to shareholders who have standing instructions to receive, or for who TC Energy has received a request to provide paper copies of materials. Questions? If you have any questions about this notice, or to request copies of the circular or 2019 Annual report after the meeting date, please contact our Investor Relations line at 1-800-361-6522. *Throughout this notice, ‘TC Energy’ and ‘our’ refer to TC Energy Corporation and ‘you’, ‘your’ and ‘shareholder’ refer to a beneficial holder of common shares of TC Energy Corporation.