CANADIAN NATIONAL RAILWAY : Form 6-K

CANADIAN NATIONAL RAILWAY COMPANY

Table of Contents

Items		Description
1		Report of Voting Results April 25, 2023

Cristina Circelli Vice-Présidente, Secrétaire générale et Avocate générale Canadian National 935, rue de La Gauchetière ouest 16e étage Montréal (Québec) Canada H3B 2M9 Téléphone: [phone] Télécopieur: [phone]

Vice-President, Corporate Secretary and General Counsel Canadian National 935 de La Gauchetière Street West Floor 16 Montreal, Quebec, Canada H3B 2M9 Telephone : [phone] Facsimile : [phone]

VIA SEDAR

April 25, 2023

To:	Autorité des marchés financiers

Alberta Securities Commission

British Columbia Securities Commission

Manitoba Securities Commission

New Brunswick Securities Commission

Superintendent of Securities Office, Newfoundland & Labrador

Department of Justice, Northwest Territories

Nova Scotia Securities Commission

Ontario Securities Commission

Superintendent of Securities Office, Prince Edward Island

Saskatchewan Financial Services Commission

Yukon Securities Office

Department of Justice, Nunavut

RE:	Canadian National Railway Company 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 25, 2023, at 10:00 a.m., (Eastern Daylight Time) via live webcast (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 director 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:

NAME OF NOMINEE		VOTES FOR			%			VOTES AGAINST			%
Shauneen Bruder			507,003,865				99.15	%			4,332,559				0.85	%
Jo-ann dePass Olsovsky			503,153,373				98.40	%			8,183,051				1.60	%
David Freeman			510,655,708				99.87	%			680,766				0.13	%
Denise Gray			508,625,951				99.47	%			2,710,523				0.53	%
Justin M. Howell			508,424,824				99.43	%			2,911,650				0.57	%
Susan C. Jones			510,308,305				99.80	%			1,028,169				0.20	%
Robert Knight			510,158,956				99.77	%			1,177,518				0.23	%
Michel Letellier			509,646,443				99.67	%			1,690,031				0.33	%
Margaret A. McKenzie			506,091,465				98.97	%			5,244,509				1.03	%
Al Monaco			510,368,285				99.81	%			968,189				0.19	%
Tracy Robinson			510,785,729				99.89	%			550,745				0.11	%

2. Appointment of Auditors

KPMG LLP was appointed as the Company's auditors until the next annual meeting of shareholders, by a majority of the shareholders on vote by ballot. The percentage of common shares with proxies received "FOR" the appointment of the auditors was 89.44% of the common shares represented as follows:

Votes For - 468,558,170 (89.44%)

Votes Withheld - 55,345,131 (10.56%)

3. Non-binding Advisory Resolution on Executive Compensation

A ballot was conducted with respect to the non-binding advisory vote on the Company's approach to Executive compensation. The percentage of common shares voted "FOR" was 96.31% of the common shares represented at the Meeting as follows:

Votes For - 492,474,563 (96.31%)

Votes Against - 18,861,911 (3.69%)

4. Non-binding Advisory Resolution on CN's Climate Action Plan

A ballot was conducted with respect to the non-binding advisory vote on the Company's Climate Action Plan. The percentage of common shares voted "FOR" was 96.53% of the common shares represented at the Meeting as follows:

Votes For - 493,600,863 (96.53%)

Votes Against - 17,735,611 (3.47%)

Yours truly,

/s/ Cristina Circelli

Vice-President, Corporate Secretary and General Counsel