UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 May 2017 | Commission File Number: 1-31349 |
THOMSON REUTERS CORPORATION
(Translation of registrant’s name into English)
333 Bay Street, Suite 400
Toronto, Ontario M5H 2R2, Canada
(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 ☒
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): ☐
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.
| THOMSON REUTERS CORPORATION (Registrant) | ||
| By: | /s/ Marc E. Gold | |
| Name: Marc E. Gold | ||
| Title: Assistant Secretary | ||
Date: May 4, 2017
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | News release dated May 4, 2017 - Thomson Reuters Announces Voting Results for Election of Directors | |
| 99.2 | Report of Voting Results | |
Exhibit 99.1
Thomson Reuters Announces Voting Results for Election of Directors
TORONTO, May 4, 2017 – Thomson Reuters (TSX / NYSE: TRI) today announced the voting results from the election of the company’s Board of Directors at its annual and special meeting of shareholders held yesterday in Toronto.
All 12 nominees were elected to the Thomson Reuters board. Each director elected will continue to hold office until the next annual meeting of shareholders of Thomson Reuters or until the director resigns or a successor is elected or appointed.
The results were as follows:
| Nominee |
Votes For | % Votes For |
Votes Withheld | % Votes Withheld |
Total Votes | |||||||||||||||
| David Thomson |
613,004,684 | 99.11 | 5,498,534 | 0.89 | 618,503,218 | |||||||||||||||
| James C. Smith |
614,451,523 | 99.35 | 4,051,045 | 0.65 | 618,502,568 | |||||||||||||||
| Sheila C. Bair |
615,861,236 | 99.57 | 2,641,293 | 0.43 | 618,502,529 | |||||||||||||||
| David W. Binet |
580,340,395 | 93.83 | 38,162,362 | 6.17 | 618,502,757 | |||||||||||||||
| W. Edmund Clark, C.M. |
579,730,030 | 93.73 | 38,772,175 | 6.27 | 618,502,205 | |||||||||||||||
| Michael E. Daniels |
610,163,186 | 98.65 | 8,332,777 | 1.35 | 618,495,963 | |||||||||||||||
| Ken Olisa, OBE |
616,043,312 | 99.60 | 2,452,150 | 0.40 | 618,495,462 | |||||||||||||||
| Vance K. Opperman |
603,259,183 | 97.54 | 15,228,618 | 2.46 | 618,487,801 | |||||||||||||||
| Kristin C. Peck |
611,814,361 | 98.92 | 6,675,226 | 1.08 | 618,489,587 | |||||||||||||||
| Barry Salzberg |
615,434,482 | 99.51 | 3,053,376 | 0.49 | 618,487,858 | |||||||||||||||
| Peter J. Thomson |
613,227,540 | 99.15 | 5,260,602 | 0.85 | 618,488,142 | |||||||||||||||
| Wulf von Schimmelmann |
615,356,351 | 99.49 | 3,130,624 | 0.51 | 618,486,975 | |||||||||||||||
Shareholders voted in favor of all items of business at the annual meeting. A final report on voting results has been filed with the Canadian securities regulatory authorities and furnished to the U.S. Securities and Exchange Commission.
Thomson Reuters
Thomson Reuters is the world’s leading source of news and information for professional markets. Our customers rely on us to deliver the intelligence, technology and expertise they need to find trusted answers. The business has operated in more than 100 countries for more than 100 years. Thomson Reuters shares are listed on the Toronto and New York Stock Exchanges (symbol: TRI). For more information, visit www.thomsonreuters.com.
CONTACTS
| MEDIA
David Crundwell Senior Vice President, Corporate Affairs +1 646 223 5285 david.crundwell@tr.com |
INVESTORS
Frank J. Golden Senior Vice President, Investor Relations +1 646 223 5288 frank.golden@tr.com |
Exhibit 99.2
Report of Voting Results for 2017 Annual and Special Meeting of Shareholders
TORONTO, May 4, 2017 – Thomson Reuters Corporation (“Thomson Reuters”) today announced voting results for its annual and special meeting of shareholders held on May 3, 2017 in Toronto. Shareholders voted in favor of all items of business.
The matters set out below are described in greater detail in the management proxy circular dated March 23, 2017. The votes were conducted by ballot.
| 1. | Election of Directors |
12 nominees were elected to the Thomson Reuters board. Each director elected will continue to hold office until the next annual meeting of shareholders of Thomson Reuters or until the director resigns or a successor is elected or appointed.
| Nominee |
Votes For | % Votes For |
Votes Withheld |
% Votes Withheld |
Total Votes | |||||||||||||||
| David Thomson |
613,004,684 | 99.11 | 5,498,534 | 0.89 | 618,503,218 | |||||||||||||||
| James C. Smith |
614,451,523 | 99.35 | 4,051,045 | 0.65 | 618,502,568 | |||||||||||||||
| Sheila C. Bair |
615,861,236 | 99.57 | 2,641,293 | 0.43 | 618,502,529 | |||||||||||||||
| David W. Binet |
580,340,395 | 93.83 | 38,162,362 | 6.17 | 618,502,757 | |||||||||||||||
| W. Edmund Clark, C.M. |
579,730,030 | 93.73 | 38,772,175 | 6.27 | 618,502,205 | |||||||||||||||
| Michael E. Daniels |
610,163,186 | 98.65 | 8,332,777 | 1.35 | 618,495,963 | |||||||||||||||
| Ken Olisa, OBE |
616,043,312 | 99.60 | 2,452,150 | 0.40 | 618,495,462 | |||||||||||||||
| Vance K. Opperman |
603,259,183 | 97.54 | 15,228,618 | 2.46 | 618,487,801 | |||||||||||||||
| Kristin C. Peck |
611,814,361 | 98.92 | 6,675,226 | 1.08 | 618,489,587 | |||||||||||||||
| Barry Salzberg |
615,434,482 | 99.51 | 3,053,376 | 0.49 | 618,487,858 | |||||||||||||||
| Peter J. Thomson |
613,227,540 | 99.15 | 5,260,602 | 0.85 | 618,488,142 | |||||||||||||||
| Wulf von Schimmelmann |
615,356,351 | 99.49 | 3,130,624 | 0.51 | 618,486,975 | |||||||||||||||
| 2. | Appointment of Auditor |
PricewaterhouseCoopers LLP was appointed as auditor of Thomson Reuters to hold office until the next annual meeting of shareholders and the directors were authorized to fix their remuneration.
| Votes For |
% Votes For |
Votes Withheld |
% Votes Withheld |
Total Votes | ||||
| 630,031,511 |
99.77 | 1,459,511 | 0.23 | 631,491,022 |
| 3. | Stock Incentive Plan Amendment |
The resolution set forth in the management proxy circular to amend the Thomson Reuters stock incentive plan to increase the maximum number of shares reserved for issue under the plan by 22 million common shares was approved.
| Votes For |
% Votes For |
Votes Against |
% Votes Against |
Total Votes | ||||
| 591,380,344 |
95.62 | 27,118,612 | 4.38 | 618,498,956 |
| 4. | Advisory Resolution on Executive Compensation |
The advisory resolution accepting Thomson Reuters approach to executive compensation described in the management proxy circular was approved.
| Votes For |
% Votes For |
Votes Against |
% Votes Against |
Total Votes | ||||
| 601,170,529 |
97.20 | 17,327,317 | 2.80 | 618,497,846 |