FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
For the month of April, 2009
 
Commission File Number: 001-02413
 
Canadian National Railway Company
(Translation of registrant’s name into English)
 
935 de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9

(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    X  

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):
Yes           No    X  

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):
Yes           No    X  

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes           No    X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A


 
 
Canadian National Railway Company

Table of Contents
 
Item
 
1.
Report of Voting Results pursuant to section 11.3 of National Instrument 51 102  - Continuous Disclosure Obligations ("NI 51-102")
 
 
 

 
Item 1
 
 
www.cn.ca
 
 
Sean Finn
Executive Vice-President
Corporate Services
and Chief Legal Officer
 
935 de La Gauchetiere Street West
Montreal, Quebec H3B 2M9
Canada
Telephone: (514) 399-7091
Facsimile: (514) 399-4854
Sean Finn
Vice-président exécutif
Services corporatifs et chef de la direction des Affaires juridiques
 
935, rue de La Gauchetière Ouest
Montréal (Québec) H3B 2M9
Canada
Téléphone: 514-399-7091
Télécopieur : 514-399-4854

VIA SEDAR

April 24, 2009
 
To:
Autorité des marchés financiers
 
Alberta Securities Commission
 
British Columbia Securities Commission
 
Manitoba Securities Commission
 
Securities Commission, New Brunswick
 
Securities Commission of Newfoundland & Labrador
 
Department of Justice, Northwest Territories
 
Nova Scotia Securities Commission
 
Ontario Securities Commission
 
Registrar of Securities, Prince Edward Island
 
Saskatchewan Financial Services Commission
 
Registrar of Securities, Yukon
 
Department of Justice, Nunavut
   
RE:
 
Report of Voting Results pursuant to section 11.3 of National Instrument 51-102  - Continuous Disclosure Obligations ("NI 51-102")
 
Following the Annual Meeting of Shareholders of Canadian National Railway Company (the “Company”) held on Tuesday, April 21, 2009, at 9:00 a.m., (Mountain Time) at The Fairmont Palliser Hotel, 133 9th Avenue SW, Calgary, Alberta, Canada (the “Meeting”), and in accordance with section 11.3 of NI 51-102 – Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting.

1. Election of Directors

A ballot was conducted with respect to the election of directors.  The 11 nominees proposed by management were elected as directors.  According to proxies received and ballots cast, each of the following 11 individuals were elected as directors of the Company until the next annual shareholder meeting or until such person’s successor is elected or appointed, with the following results:
 
 

 
April 24, 2009
Page 2 
 
 
NAME OF NOMINEE
VOTES FOR
%
VOTES WITHHELD
%
Michael R. Armellino
338,639,591
99.59
1,390,090
 
0.41
A. Charles Baillie
338,671,433
99.60
1,359,526
 
0.40
Hugh J. Bolton
324,474,839
95.43
15,555,620
 
4.57
Amb. Gordon D. Giffin
337,568,633
99.28
2,459,912
 
0.72
E. Hunter Harrison
338,616,058
99.59
1,395,475
 
0.41
Edith E. Holiday
337,324,093
99.20
2,706,876
 
0.80
V. Maureen Kempston Darkes
324,934,153
95.56
15,095,528
 
4.44
Denis Losier
338,594,828
99.58
1,435,631
 
0.42
The Hon. Edward C. Lumley
338,240,815
99.47
1,789,644
 
0.53
David G.A. McLean
338,560,280
99.57
1,470,179
 
0.43
Robert Pace
337,775,387
99.34
2,255,042
 
0.66
 
2. Appointment of Auditors
 
KPMG LLP were appointed as the Company’s auditors until the next annual meeting of shareholders, by a majority of the shareholders on a show of hands.  The percentage of common shares with proxies received “FOR” the appointment of the auditors was 99.40% of the common shares represented as follows:
 
Votes For — 337,648,222 (99.40%)
 
Votes Witheld — 2,263,039 (0.60%)
 

Yours truly,
 

/s/ Sean Finn
Executive Vice-President, Corporate Services and Chief Legal Officer
 

 
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.
 
    Canadian National Railway Company  
           
Date: April 24, 2009  By: /s/ Cristina Circelli  
      Name:
Cristina Circelli
 
      Title:
Deputy Corporate Secretary and
General Counsel