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April 27, 2026

 

TO:

Autorité des marchés financiers

 

Alberta Securities Commission

 

Saskatchewan Financial Services Commission, Securities Division

 

Manitoba Securities Commission

 

Ontario Securities Commission

 

Office of the Administrator of Securities, New Brunswick

 

Nova Scotia Securities Commission

 

Registrar of Securities, Prince Edward Island

 

Securities Commission of Newfoundland and Labrador

 

 

RE:

Report of Voting Results pursuant to section 11.3 of National Instrument 51‑102 – Continuous Disclosure Obligations (“NI 51‑102”)

 

 

 

Dear Sirs:

 

Following the annual meeting of shareholders of TFI International Inc. (the “Corporation”) held on April 27, 2026 (the “Meeting”), and in accordance with section 11.3 of NI 51‑102, we hereby advise you of the following voting results obtained at the Meeting:

 

1.
Election of Directors of the Corporation

 

A ballot was conducted with respect to the election of directors. The nine individuals named below were elected as directors of the Corporation until the next annual meeting of shareholders, with the following results:

 

NAME

FOR

AGAINST

Number

%

Number

%

Leslie Abi-Karam

63,549,618

97.27

1,782,729

2.73

Alain Bédard

63,510,337

97.22

1,819,109

2.78

William T. England

64,047,061

98.03

1,285,286

1.97

Diane Giard

60,130,271

92.04

5,202,075

7.96

Debra Kelly-Ennis

62,516,092

95.69

2,816,255

4.31

Sébastien Martel

65,215,561

99.82

116,786

0.18

John M. Pratt

65,212,439

99.82

119,908

0.18

Joey Saputo

57,999,139

88.78

7,333,209

11.22

Rosemary Turner

65,029,034

99.54

303,314

0.46

 


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2.
Appointment of the Auditor

 

Deloitte LLP was appointed as the auditor of the Corporation by voice vote.

 

Proxies received by the Corporation prior to the Meeting with respect to the appointment were as follows:

 

Votes For

Votes Withheld

Number

%

Number

%

65,564,162

99.56

288,966

0.44

 

3.
Advisory Vote on Executive Compensation (“Say on Pay”)

 

A resolution set out in the management proxy circular of the Corporation dated March 13, 2026 (the “Circular”) approving, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, the compensation of the Corporation’s Named Executive Officers as disclosed in the Circular, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative disclosure, was adopted on a voice vote.

 

Proxies received by the Corporation prior to the Meeting with respect to the resolution were as follows:

 

For

Against

Number

%

Number

%

57,693,933

88.31

7,638,158

11.69

 

TFI INTERNATIONAL INC.

 

per: (signed) Josiane M. Langlois

Josiane M. Langlois, Secretary