Tc Energy Corporation · TSX:TRP
Tc Energy — Shareholder Meeting (April 2024)
11 slides from Tc Energy's shareholder meeting presentation, April 2024
Slide 1: 2024 Management Information Circular Shareholder engagement presentation
TC Energy Investor Relations 1 403 920 7911 1 800 361 6522 investor_relations@tcenergy.com Proxy Solicitation Agent Morrow Sodali 1 888 999 2944 assistance@morrowsodali.com 2024 Management Information Circular Shareholder engagement presentation APRIL 2024
Slide 2: Forward-looking information and non-GAAP measures
2024 MIC SHAREHOLDER ENGAGEMENT Forward-looking information and non-GAAP measures This presentation and our Management Information Circular dated April 10, 2024 ("Circular") include certain forward-looking information that is subject to important risks and uncertainties (such statements are usually
Slide 3: 2024 Annual and Special Meeting overview
2024 MIC SHAREHOLDER ENGAGEMENT 2024 Annual and Special Meeting overview 8am MDT, Tuesday, June 4, 2024 Virtual meeting https://web.lumiagm.com/423961867 password "tc2024” (case sensitive) Voting item Board recommendation Election of Directors For Appointment of Auditor For The Arrangement Res
Slide 4: Excellence in governance and oversight
2024 MIC SHAREHOLDER ENGAGEMENT Excellence in governance and oversight 13-member Board 92% independent with separate Board Chair/CEO roles Over 90% support for all Directors in 2023 with 11/13 achieving over 99% Board Diversity Policy, including targets 38% women on Board Two racially or
Slide 5: Strong Board oversight of ESG and climate matters
2024 MIC SHAREHOLDER ENGAGEMENT Strong Board oversight of ESG and climate matters Robust Board oversight of ESG Limited assurance of Scope 1 and Scope 2 GHG emissions and throughput data by KPMG NEW: Roadmap to reasonable assurance being published in 2025 Sustainability-linked credit facilit
Slide 6: Election of 13 nominated directors
2024 MIC SHAREHOLDER ENGAGEMENT Election of 13 nominated directors Name 2023 AGM result Other public boards Committee members Cheryl F. Campbell, Director since 2022 99.59% 1 Audit and HSSE Committees Michael R. Culbert, Director since 2020 99.44% 1 Audit and HSSE Committees William D. Johnson, Dire
Slide 7: Appointment of Auditor
2024 MIC SHAREHOLDER ENGAGEMENT Appointment of Auditor Auditor independence overview Audit Committee oversight 89% support for KPMG in 2023 All AC members are independent and financially literate RFP conducted in 2015 AC Chair has “Audit Committee financial expert” experience as Multiple o
Slide 8: The Arrangement Resolution
2024 MIC SHAREHOLDER ENGAGEMENT The Arrangement Resolution The purpose of the Arrangement and related transactions is to separate1 TC Energy into two independent, investment-grade, publicly listed companies: TC Energy: a low-risk, diversified, Comprehensive review of alternatives overseen 1 growth
Slide 9: South Bow Shareholder Rights Plan
2024 MIC SHAREHOLDER ENGAGEMENT South Bow Shareholder Rights Plan The South Bow Shareholder Rights Plan is designed to ensure that South Bow Shareholders are treated fairly and provide the South Bow Board with adequate time to identify, develop and negotiate alternative value maximizing transactions
Slide 10: Approach to executive compensation
2024 MIC SHAREHOLDER ENGAGEMENT Approach to executive compensation Executive Compensation approach Short term1 Long term (PSU)1 Over 94% support for compensation 50% Achieving safety and 50% Relative TSR vs. peer group(s) approach over last three years operational excellence 25% Distributable Cash
Slide 11: Shareholder proposal
2024 MIC SHAREHOLDER ENGAGEMENT Shareholder proposal The proposal submitted by the Salal Foundation requests that, “the Board commission an independent assessment of the financial, time, reputation and goodwill damage TC Energy has incurred from failing to obtain Free, Prior and Informed Consent for