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 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, 99.2 and 99.3 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: April 16, 2020
TC ENERGY CORPORATION | ||
By: | /s/ Christine R. Johnston | |
Christine R. Johnston | ||
Vice-President, Law and Corporate Secretary | ||
Exhibit 99.1
NewsRelease |  | |
TC Energy announces change to annual meeting format
Meeting to be held virtually on May 1, 2020
CALGARY, Alberta - April 16, 2020 - News Release - TC Energy Corporation (TSX, NYSE: TRP) (TC Energy) announced today it will hold its upcoming annual meeting of common shareholders (AGM) on May 1, 2020 at 10 a.m. (MDT) in a virtual-only format. This approach aligns with our commitment to the health and wellbeing of employees, shareholders, communities and other stakeholders, and with directives from public health and government officials relating to physical distancing and large group gatherings during the COVID-19 pandemic.
Our directors and management believe this format will provide shareholders a safer alternative to attend this year’s AGM than a physical meeting and will allow for equivalent participation of all shareholders and duly appointed proxyholders, regardless of their geographic location. The virtual meeting format will enable shareholders and duly appointed proxyholders to vote, ask questions and provide feedback to TC Energy.
TC Energy’s By-Law Number 1, which governs the conduct of our annual meetings of shareholders, does not permit these meetings to be conducted virtually. However, in acknowledgment of the COVID-19 pandemic situation, we obtained a court order that allows us to hold our 2020 AGM exclusively using electronic means. The order permits our meeting to be conducted using industry-standard virtual shareholder meeting technology.
The timing and process for voting by proxy remains unchanged; shareholders are reminded that completed proxy forms must be received no later than 12 p.m. EDT on April 29, 2020. We continue to encourage shareholders to vote in advance, noting previously distributed forms of proxy and voting instruction forms may continue to be used to vote. Shareholders and duly appointed proxyholders may also submit questions for the AGM in advance by emailing investor_relations@tcenergy.com. Guests will not be able to vote or ask questions but are invited to observe.
For instructions on logging in, voting and asking questions using the virtual meeting platform, we ask that attendees visit: TCEnergy.com/AnnualMeeting2020. We encourage our shareholders and other interested parties to check for additional information and updates about the meeting on this web page as well.
Note that the TC Energy 2020 Management Information Circular dated February 27, 2020 and other meeting materials distributed to shareholders will not be updated to reflect the change in location and format of the AGM, however, an amended notice of meeting will be filed on SEDAR.
Registered shareholders and duly appointed proxyholders will need the control number from their form of proxy to participate in the virtual AGM. Non-registered (beneficial) shareholders (being shareholders who hold their TC Energy common shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) must duly appoint themselves as proxyholder to fully participate in the AGM or may otherwise observe as a guest. Information on how beneficial shareholders may duly appoint themselves as proxyholder will be available on our website at TCEnergy.com/AnnualMeeting2020
About TC Energy
We are a vital part of everyday life - delivering the energy millions of people rely on to power their lives in a sustainable way. Thanks to a safe, reliable network of natural gas and crude oil pipelines, along with power generation and storage facilities, wherever life happens - we’re there. Guided by our core values of safety, responsibility, collaboration and integrity, our more than 7,300 people make a positive difference in the communities where we operate across Canada, the U.S. and Mexico.
TC Energy’s common shares trade on the Toronto (TSX) and New York (NYSE) stock exchanges under the symbol TRP. To learn more, visit us at TCEnergy.com.
FORWARD-LOOKING INFORMATION
This release contains certain information that is forward-looking and is subject to important risks and uncertainties (such statements are usually accompanied by words such as "anticipate", "expect", "believe", "may", "will", "should", "estimate", "intend" or other similar words). Forward-looking statements in this document are intended to provide TC Energy security holders and potential investors with information regarding TC Energy and its subsidiaries, including management's assessment of TC Energy's and its subsidiaries' future plans and financial outlook. All forward-looking statements reflect TC Energy's beliefs and assumptions based on information available at the time the statements were made and as such are not guarantees of future performance. As actual results could vary significantly from the forward-looking information, you should not put undue reliance on forward-looking information and should not use future-oriented information or financial outlooks for anything other than their intended purpose. We do not update our forward-looking information due to new information or future events, unless we are required to by law. For additional information on the assumptions made, and the risks and uncertainties which could cause actual results to differ from the anticipated results, refer to the Fourth Quarter 2019 Financial Highlights release and the 2019 Annual Report filed under TC Energy's profile on SEDAR at www.sedar.com and with the U.S. Securities and Exchange Commission at www.sec.gov.
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Media Inquiries:
Jaimie Harding / Hejdi Carlsen
403-920-7859 or 800-608-7859
Investor & Analyst Inquiries:
David Moneta / Hunter Mau
403-920-7911 or 800-361-6522
Exhibit 99.2
Amended Notice of 2020 annual meeting This amended notice of our 2020 annual meeting replaces our previous notice of meeting dated February 27, 2020, to reflect the change in location and format of the meeting to virtual only. You are invited to our 2020 annual meeting of common shareholders: WHEN Friday, May 1, 2020 at 10:00 a.m. Mountain Daylight Time (MDT) WHERE Virtual - https://web.lumiagm.com/131163081 The meeting is being held in a virtual only format this year in light of current government mandated restrictions on public gatherings, and to lower the risks to the health and safety of our shareholders, employees, other stakeholders and our community in respect of the current COVID-19 pandemic. The virtual only format will provide shareholders with an equal opportunity to participate at the meeting online regardless of their geographic location. YOUR VOTE IS IMPORTANT If you are a shareholder of record of TC Energy Corporation common shares on March 16, 2020, you are entitled to receive notice of, attend and vote at this meeting. Please take some time to read the Management information circular dated February 27, 2020. It contains important information about the meeting and explains who can vote and how to vote. By order of the Board of Directors, | |||
Five items of business 1. Receive our audited consolidated financial statements for the year ended December 31, 2019, and the auditors’ report.2. Elect the directors.3. Appoint the auditors and authorize the directors to set their compensation.4. Participate in the advisory vote on our approach to executive compensation (say-on-pay).5. Consider other business that is properly brought before the meeting or any meeting that is reconvened if the meeting is adjourned. | |||
 | |||
Christine R. Johnston Vice-President, Law and Corporate Secretary TC Energy Corporation Calgary, Alberta April 16, 2020 | |||
Exhibit 99.3
Date: April 16, 2020 | ||
To: All Canadian Securities Regulatory Authorities Toronto Stock Exchange New York Stock Exchange Securities and Exchange Commission Dear Sirs/Madames: | ||
Subject: TC ENERGY CORPORATION – Amended Notice | ||
We advise of the following with respect to the upcoming meeting of security holders for the subject issuer: | ||
Meeting Type: | Annual Meeting | |
Record Date for Notice of Meeting: | March 16, 2020 | |
Record Date for Voting (if applicable): | March 16, 2020 | |
Beneficial Ownership Determination Date: | March 16, 2020 | |
Meeting Date: | May 1, 2020 | |
Meeting Location (Virtual): | Online at https://web.lumiagm.com/131163081 | |
Issuer sending proxy related materials directly to NOBO: | No | |
Issuer paying for delivery to OBO: | Yes | |
Notice and Access (NAA) Requirements: | ||
NAA for Registered Holders: | Yes | |
NAA for Beneficial Holders: | Yes | |
Voting Security Details: | ||
Description | CUSIP Number | ISIN |
COMMON | 87807B107 | CA87807B1076 |
Sincerely, Computershare Trust Company of Canada Agent for TC ENERGY CORPORATION | ||
