8-K

ENBRIDGE INC.

(Registrant)

Date: May 8, 2025

/s/ David Taniguchi

David Taniguchi

Vice President, Legal & Corporate Secretary

(Duly Authorized Officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 7, 2025

LOGO

ENBRIDGE INC.

(Exact Name of Registrant as Specified in Charter)

Canada

001-15254

98-0377957

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

200, 425 - 1st Street S.W.

Calgary, Alberta, Canada T2P 3L8

(Address of Principal Executive Offices) (Zip Code)

1-403-231-3900

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENB	New York Stock Exchange

Item 5.07.

Submission of Matters to a Vote of Security Holders

At the 2025 Annual Meeting of Shareholders of Enbridge Inc. (the “Corporation”), held on May 7, 2025, the holders of common shares of the Corporation voted on: (1) 12 director nominees to be elected to the Board to serve until the close of the Corporation’s next annual meeting of shareholders or until their respective successors have been appointed; (2) the appointment of PricewaterhouseCoopers LLP as auditors of the Corporation until the close of the Corporation’s next annual meeting of shareholders at such remuneration to be fixed by the Board; and (3) an advisory vote on the Corporation’s approach to executive compensation (a “Say on Pay vote”). The items of business are further described in the Corporation’s management information circular (the “Circular”) filed as Exhibit 99.1 to the Corporation’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 11, 2025.

The tables below set forth the number of votes cast for, against or withheld, and the number of abstentions and broker non-votes, for each matter voted on by the Corporation’s shareholders.

1.	Election of Directors

Each of the 12 nominees listed below was elected as Director of the Corporation to hold office until the Corporation’s next annual meeting of shareholders or until their successor is duly appointed.


Name of Nominee	Votes For					Votes Against					Broker Non-Votes
	Number		Percentage			Number		Percentage			Number
Mayank M. Ashar		1,203,538,467		98.69	%		15,951,725		1.31	%		193,583,397
Gaurdie E. Banister		1,205,627,746		98.86	%		13,862,549		1.14	%		193,583,294
Susan M. Cunningham		1,202,181,639		98.58	%		17,308,623		1.42	%		193,583,327
Gregory L. Ebel		1,170,325,247		95.97	%		49,165,154		4.03	%		193,583,188
Jason B. Few		1,204,695,165		98.79	%		14,795,502		1.21	%		193,582,922
Douglas L. Foshee		1,215,580,270		99.68	%		3,910,428		0.32	%		193,582,891
Theresa B.Y. Jang		1,214,438,185		99.59	%		5,052,516		0.41	%		193,582,888
Teresa S. Madden		1,193,115,136		97.84	%		26,369,265		2.16	%		193,589,188
Manjit Minhas		1,214,224,180		99.57	%		5,266,155		0.43	%		193,583,254
Stephen S. Poloz		1,206,705,525		98.95	%		12,785,174		1.05	%		193,582,890
S. Jane Rowe		1,203,387,827		98.68	%		16,102,877		1.32	%		193,582,885
Steven W. Williams		1,116,631,672		91.57	%		102,859,022		8.43	%		193,582,895

2.	Appoint PricewaterhouseCoopers LLP as Auditors

The shareholders approved the appointment of PricewaterhouseCoopers LLP as auditors of the Corporation until the close of the Corporation’s next annual meeting of shareholders at such remuneration to be fixed by the Board.


Votes For		Votes Withheld		Broker Non-Votes
Number	Percentage	Number	Percentage	Number
1,291,806,869	91.42%	121,234,864	8.58%	31,856

3.	Advisory Vote on the Corporation’s Approach to Executive Compensation

The shareholders accepted the Corporation’s approach to executive compensation, as disclosed in the Circular.

Votes For

Votes Against

Abstentions

Broker Non-Votes

Number

Percentage

Number

Percentage

Number

Percentage

Number

1,094,891,923

89.78%

120,109,767

9.85%

4,488,585

0.37%

193,583,314