Canadian National Railway Company (TSX:CNR)
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Apr 28, 2026, 12:10 PM EST
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AGM 2015

Apr 21, 2015

Robert Pace
Chairman of the Board, Canadian National Railway Company

....My name is Robert Pace, and I am CN's Chairman of the Board. It is a great pleasure to welcome all of our shareholders, employees, and guests in Memphis, Tennessee, to our 20th annual meeting of shareholders. It has been our custom to hold our annual general meetings in cities across CN's North American network. We're glad to be here. Memphis is a major freight distribution hub and is a key operating center on CN's North American network. It is an important destination hub for freight traffic on our system and the gateway to CN's rail operations in the Gulf region. This city is also the largest U.S. geographic location outside of Chicago, where CN interchanges traffic with four of the major Class I railroads. CN has had a major presence in the greater Memphis area since CN's acquisition of Illinois Central Railroad in 1999.

We have a major classification yard here, as well as an important intermodal terminal in the Frank C. Pidgeon Industrial Park that receives containerized goods from Canada's ports of Vancouver and Prince Rupert. CN also employs more than 550 railroaders in Memphis and approximately 600 in the state of Tennessee as a whole. We are also very active in the community at large, being a substantial supporter over the years of Le Bonheur Children's Hospital. I'm now pleased to call to order the annual general meeting of shareholders of Canadian National Railway Company. Before we begin with the business of the meeting, I would ask Sean Finn, our Executive Vice-President, Corporate Services, and Chief Legal Officer, to give a safety briefing for this meeting. Sean?

Sean Finn
EVP, Corporate Services and Chief Legal Officer and Corporate Secretary, Canadian National Railway Company

At CN, every work assignment begins with a safety briefing. Please allow me to take a few moments to review the safety procedures of the Peabody Memphis Hotel. We are currently in the Venetian Room, which is equipped with an audible and visual system, alarm system with voice commands. If an evacuation order is given, hotel employees will direct you out of the building into the valet area, the hotel's designated muster location, located in the southwest corner of the main level, south of Second Street. To exit this room, use the doors at the back of the room to your right or directly behind us, and then to your left. These doors lead to a corridor and to a stairway on your right outside. The stairs will bring you down to the lobby.

In the event of a medical emergency, Robin Snyder is a qualified first aid responder, and Reid Harrington has been designated to dial 911. Would Robin and Reid, please stand to identify yourselves? Robin and Reid.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Sean. As Sean mentioned, every work assignment at CN begins with a safety briefing, and nothing is more important to us than creating a safe place to work. The safety of the men and women who work for CN is of paramount importance to us as a company. We devote significant effort and resources to ensuring a safe environment and culture that minimizes work-related risks. The goal is, of course, to eliminate work-related risks altogether. Through technology, employee education, promoting a safe mindset throughout the company, we work diligently to improve our results each year. CN's significant ongoing investments in its training programs and its new state-of-the-art training facilities are designed to strengthen CN's safety culture and to prepare a next generation of safety-conscious railroaders.

In spite of our best efforts, however, it saddens me to report that two of our employees have died in service since our last annual meeting. Please rise and join me in a moment of silence for Jim Larmer on September 10th , 2015 . These tragedies remind us all that railroading can be an unforgiving industry, and how important safety is. I urge everyone to be highly vigilant about personal safety and protecting our colleagues as we perform our duties. This is the best way we can honor the memory of our colleagues. I would ask for a moment of silence in their memory.

Thank you. I would now like to introduce the senior officers of CN who are present on the stage today. On my far right is Luc Jobin, Executive Vice President and Chief Financial Officer of the company.

Next to Luc is Claude Mongeau, President and Chief Executive Officer of the company. And next to Claude is Sean Finn, Executive Vice President, Corporate Services, and Chief Legal Officer and Corporate Secretary. I will act as Chairman of the meeting, and Sean will act as Secretary of the meeting. During the meeting, I will entertain questions relating to a specific motion, and after that motion has been moved and seconded. But before the vote on that motion takes place, if you have any questions or motions, please use the two floor microphones when addressing this meeting. There are two microphones in the room. Also, identify yourself and state whether you are a shareholder or a proxy holder. There will also be two short presentations. Claude Mongeau will give the President's Address, and Luc Jobin will outline the highlights for 2014 financial performance.

After Luc's remarks, we'll welcome your general questions. On behalf of the board and the company, we'd like to thank the shareholders who have submitted their proxies in advance of the meeting. Of course, only registered shareholders or proxy holders are entitled to take an active part in or vote at this meeting today. To move the meeting along, a number of shareholders have already agreed to move and second formal motions, and I will call on them at the appropriate times. We will conduct a ballot on the election of directors and the non-binding advisory resolution on the company's approach to executive compensation. I'll explain the procedure to be followed at the appropriate time. Regarding the nomination of auditors, we will proceed on this motion by a show of hands.

The corporate secretary of the company has advised me that the notice calling this meeting and the accompanying information circular, form of proxy, and annual report, were mailed starting on March 24, 2015, to holders of common shares at the close of business on March 5, 2015, the record date. A copy of the confirmation of the mailing of such documents has been filed with me for inclusion with the minutes of this meeting. With your agreement, I'll appoint Mark Thompson and Sonia Chevalier of Computershare Trust Company of Canada, the transfer agents for CN's common shares, to act as scrutineers at the meeting. I've been advised by the scrutineers that based on the proxy received prior to the meeting, and the shareholders and proxy holders attending this meeting, there is a quorum present.

I therefore declare that the meeting has been regularly called and properly constituted for the transaction of business. The next item of business is the submission of the financial statements of the company. The annual report of the company, which contains the consolidated financial statements of the company and its subsidiaries at December 31, 2014, together with the reports of the auditors and management's discussion and analysis, has been mailed to shareholders of the company who requested it. Copies this morning were also available. There's no formal action to be taken today with regards to this item on the agenda. However, as I previously mentioned, Luc Jobin, our Executive Vice President and Chief Financial Officer, will be delivering a report on the financial statements later this morning. I'll now proceed with the election of directors.

According to a resolution of the board, 11 directors are to be elected. Information regarding our nominees is set out in the management information circular sent to shareholders. I'd like to take this opportunity, however, to thank two of our long-standing directors who will be retiring after this meeting, Mr. A. Charles Baillie and the Honorable Ed Lumley, for their tremendous contribution, dedication, and service over the years to CN. I would now ask Sean Finn, Corporate Secretary of the company, to read the names of those nominated for election as directors in the management information circular. Sean?

Sean Finn
EVP, Corporate Services and Chief Legal Officer and Corporate Secretary, Canadian National Railway Company

Mr. Chairman, excuse me. The following individuals are nominated for election as directors of Canadian National Railway Company: Donald Carty, Ambassador Gordon D. Giffin, Edith Holiday and Laura Stein.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Sean. I'll ask Paul Butcher to nominate the directors.

Paul Butcher
Shareholder, Canadian National Railway Company

Mr. Chairman, my name is Paul Butcher. I am a shareholder of the company, and I'm pleased to nominate each of the persons named by the secretary of the meeting to be elected as a director, to hold office until the next annual meeting of shareholders, or until his or her successor is duly elected or appointed.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Paul. Karen Ryan, will you second the nominations?

Karen Ryan
Shareholder, Canadian National Railway Company

Mr. Chairman, my name is Karen Ryan. I'm a shareholder of the company, and I second the nominations.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Karen. As there are no further nominations, I declare the nominations closed. Pursuant to a resolution adopted by the directors, eleven directors are to be elected, and eleven eligible candidates have been nominated. I now direct that a ballot be taken on the motion to elect the directors. The names of the eleven management nominees for election as directors are set out on the ballot. You should mark the ballot opposite the name of each of the persons for whom you wish to vote and complete the form. Please sign and print your name in the places indicated at the bottom of the ballot and indicate the total number of shares that you're entitled to vote as a registered shareholder and/or proxy holder. The board of directors recommends voting for the election of each nominee. Many shareholders present have already filled their proxies and filed them.

These shareholders should not complete the ballot since their shares will be voted in accordance with the instructions contained in the proxies granted to their proxy holders. Registered shareholders who have not sent in their proxies, and proxy holders who are present this morning, have received a ballot at the registration desk. It is included in the agenda package handed to you. If you're entitled to vote today but have not received a ballot, please raise your hand so that the scrutineers in the room may provide you with a ballot form. Please hold on to the ballot forms. We'll collect them after the ballot on the advisory vote on compensation, executive compensation. We'll now proceed with the appointment of auditors. I would now like to call upon Donald Carty, Chairman of the Audit Committee of the Board, to present the motion to appoint the auditors of the company.

Donald Carty
Chairman of the Audit Committee of the Board, Canadian National Railway Company

Mr. Chair, my name is Donald Carty. I'm a shareholder of the company. I move that KPMG LLP, the company's auditors, be appointed for the fiscal year 2015 until the end of the next annual term.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Donald. Stephanie Rogers, would you please second the motion?

Stephanie Rogers
Shareholder, Canadian National Railway Company

Mr. Chairman, my name is Stephanie Rogers. I'm a shareholder of the company, and I second the motion.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Stephanie. All those in favor of the motion, please signify by raising your hands. That was successful. All those opposed? I declare that KPMG LLP have now been appointed as auditors of the company to hold office for the fiscal year 2015, or until the close of the next annual meeting of shareholders. The next item on the agenda is the consideration of the non-binding advisory resolution on the company's approach to executive compensation. The statement of executive compensation contained in the company's information circular sent to shareholders discloses such approach in detail. The results of the vote will not be binding on the board. However, the board will take into account the results of the vote, together with other pertinent information or comments from shareholders when considering the company's approach to executive compensation. I'll ask Chuck Garrett to present the motion.

Chuck Garrett
Shareholder, Canadian National Railway Company

Mr. Chairman, my name is Chuck Garrett, and I'm a shareholder of the company. I move that the non-binding advisory resolution on the company's approach to executive compensation, as set out on page 9 of the Management Information Circular, be approved.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Chuck. Laketa Davis, will you second the motion?

Laketa Davis
Shareholder, Canadian National Railway Company

Mr. Chairman, my name is Laketa Davis. I am a shareholder with the company, and I second the motion.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Laketa. I direct that a ballot be taken on the motion to adopt the non-binding advisory resolution on the company's approach to executive compensation. You should sign and print your name in the places indicated at the bottom of the ballot. Please indicate the total number of shares that you're entitled to vote as a registered shareholder and/or proxy holder. You are asked to either vote for or against the motion. The board of directors recommends voting for the motion. When your ballot form is completed, hand it, together with the ballot on the election of directors, to the nearest attendant that are in the room. Are there any more ballots to collect? I'll just give it a minute. Are there any more ballots? While the scrutineers are tabulating the ballots, we will continue with the meeting.

We do not have any other business to bring before the meeting at this time. We now move to the next item, our CEO's presentation. 2014 was a record year for CN on many fronts. Thanks to the company's agenda of operational and service excellence, our focus on supply chain collaboration, and solid execution, CN's 2014 growth continued to outpace that of the overall economy, generating the highest volumes and earnings in the company's history. This November, we will be celebrating the 20th anniversary of CN's initial public offering. As a member of CN's board of directors, I've had the privilege and the pleasure of a front-row seat on CN's tremendous transformational journey, from industry laggard to industry leader. Claude Mongeau, our President and CEO, has been a key part of that journey from the very beginning.

After joining CN in 1994, Claude got right to work on over $8 billion worth of acquisitions that would transform CN's network from an East-West Canadian franchise into a uniquely North American network. We are the only NAFTA true railway. CN now operates approximately 20,000 miles of track, spanning east-west through Canada, north-south through Mid-America, and connecting three coasts: the Atlantic, the Pacific, and the Gulf of Mexico. But CN is so much more than the geography of the track. Today, under Claude's leadership and CN's entire team of railroaders, CN is building for the future, strengthening our role as the true backbone of the economy, continuing to invest in growth and productivity, developing the next generation of CN railroaders, and delivering goods every day safely.

Last year, CN invested $60 million to open two new state-of-the-art training centers, onboarded over 3,000 new employees, I might add, as well as three new board members, and delivered $250 billion worth of goods and continued to develop a culture of safety. Over the last five years, since Claude was appointed CEO, CN's stock price has increased by over 150%. Dividends grew at an average rate of 15% per year, and the market, the company's market capitalization more than doubled, from $27 billion- $67 billion today. In short, the remarkable CN journey continues. Claude, I call upon you now to address the shareholders about our substantial 2014 successes, and talk about the next steps on CN's remarkable transformational journey. Claude?

Claude Mongeau
President and CEO, Canadian National Railway Company

Thank you, Robert. Yeah, well said, and I would agree with you, the three board members was the easy part of the onboarding journey. We are so pleased to be here in Memphis. I think the last time that we came for an AGM in Memphis was in 2006. We like to move our AGM to railroad towns that are important to our overall network, and I can't think of many other cities that are just as important as Memphis is. So we're pleased to be here, and we're pleased. Apparently, the mayor found a way to get the storms to move out of the path so that we can be here today on a sunny day. And I'm pleased to be here with a number of my colleagues from the leadership team.

Some are on the podium, others are in the audience, and we are all leading this organization of 24,000 strong railroaders to, to success. We are indeed building for the future. Luc will give you, a good sense of, what our agenda is all about and how it's actually translating in financial results for our shareholders. But let me, step back. It is a, a unique moment in many ways. Bob said it, in his remarks; this is our 20th year as a privately, owned, publicly traded, company. 20 years. 20 years of remarkable transformation, building on almost a 100-year of proud tradition. In a few years, we will be celebrating that important century mark. But the last 20 years, in many ways, have been indeed marked by remarkable innovation, bold decision, and a clear vision.

20 years ago, and I joined CN at about that time, we were a good railroad, owned by the government of Canada. We were a good railroad, but we were, in many ways, a laggard in the rail industry in terms of core metrics of performance. We certainly were not profitable enough. We did not have a sense of urgency. Our vision was not always clear. It took a man to come in, Paul Tellier, my predecessor, to chart the right vision, have a bold sense of the possibility to shape this organization and launch us on a bright future. His vision was to make CN the best North American railroader- railroad in the, in the industry, best in North America. We started with the, the notion that we needed to be, go deeper, extend our network, and become, indeed, North American.

So only a few years after our publicly, our IPO, our initial public offering, we made a bold acquisition. We made the acquisition of the Illinois Central. Without this acquisition, we wouldn't be here today to have our annual general meeting. Illinois Central brought us from Chicago all the way down to New Orleans. It made our network a three-coast network. We go from the Pacific to the Atlantic, all the way down to the Gulf Coast. It's a unique reach. It allows us to have a very diversified book of business, and we reach the largest part of the American, at North American economic activity. We are certainly the railroad of the North in Canada. We go where economic activity is, whether it's northern British Columbia, northern Alberta, northern Saskatchewan, Manitoba, across the country, northern Quebec, northern Ontario....

past Montreal, all the way to New Brunswick and Nova Scotia. We are where economic activity happens in Canada, and we are in support of economic trade between Canada and the U.S. in both directions, and between North America and the rest of the world in both directions. It is that network that is allowing us to have a differentiated product. But we did not stop at that one acquisition alone. We needed to, to make sure that we connected with ourselves from Western Canada. For years, we were going up over other railroads to bring our traffic to Chicago. We made the acquisition of Wisconsin Central in the early 2000s that connected us from Western Canada, where 50% of our traffic originates, into Chicago.

We made an acquisition of the BC Rail a few years later, a beautiful fit with CN in terms of accessing forest products, natural resources, et cetera. We made the acquisition of the Great Lakes Transportation, a harbinger of new supply chain thinking, an important railroad that gives us the ability to serve iron ore, US steel production, and also, you know, dealt with a small missing link on our network, only a few miles of track. But we had the vision and we had the willingness to make an acquisition that was more than just a railroad activity. We own docks, we own ships. We are a true supply chain enabler with that acquisition. The last acquisition we did, and I'm leaving aside a number of smaller short line extensions, was the EJ&E, in and around Chicago.

That was a very strategic acquisition for us, because that is the way we can connect with ourselves from east to west, in all directions, you know, from the south, from the east, from the west, and go through Chicago efficiently, so that we can provide reliable service for our customers and also do so safely and efficiently. That network allows us today to be North American, but the vision was to be also the leading railroad, the good railroad that is showing the way in terms of what it takes to perform for all stakeholders. That's what we did. We went from a position of a laggard in the industry to today, in most dimensions, a position of leadership. We are a leader in profitability, but we are also, importantly, a leader in innovation and customer-centric service.

We are in business to help our customers win in the marketplace, and that vision is leading us, propelling us forward. That journey of transformation is continuing, and we view our role as being a true backbone of the economy. Every day, every week, every month, we move goods in and out of Canada, in and out of North America, in all directions. We touch $250 billion of economic activity. I say sometimes to my colleagues, if we don't wake up in the morning, people will notice, because the country, North America, comes to a grinding halt. We take our role seriously. It's important to move the goods of our customers to market efficiently, reliably, safely. We deliver responsibly. We go through many communities, 1,000 in Canada, close to 800 in the US. We are engaging with the communities we go through.

We are a responsible corporate partner. We take safety as the first foundation of our business, and we understand our role in the broader economy. If we have the right vision, and if we execute on it, that is how we can create, over the long term, strong and consistent value for our shareholders. We certainly have done that for the last 20 years, and we intend to continue for the next 20, 40, 60 years. We are not in a sprint, we are in a marathon. We believe we have the right vision. We're building for the future. I'm standing on the shoulders of giants. Our team is engaged.

We are proud railroaders, and we believe our agenda of operational and service excellence is the key to deliver value for our customers, which helps us grow faster than the economy, do so at low incremental cost, and that's how we create value for our shareholders. We have the right sense of purpose. We are a true backbone of the economy. We aim and make sure in everything we do, that we are delivering safely and responsibly. And if we keep doing that, we will, as I said earlier, drive shareholder values for many years to come. That's what we stand for. Luc will give you the contour of how we delivered on the financial scorecard in 2014 and in the first quarter of 2015. We are off to a good start.

The environment is uncertain, but we are adjusting, we are adapting, our strategy is working, and we have confidence, confidence in our future, and we are pleased that you share that confidence in our loyal shareholders with us. Stay on the ride. Thank you.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Claude. CN's agenda of operational and service excellence delivered record volumes and revenues in 2014. Key operating and service metrics remain solid, and we continue to drive incremental improvement in our broad safety record. Revenues increased by 15%, adjusted diluted earnings per share rose by 23%, and free cash flow topped $2.2 billion. This was indeed a remarkable achievement. I now call upon Luc Jobin, CN's Executive Vice President and Chief Financial Officer, to discuss CN's 2014 financial performance.

Thank you, Mr. Chairman. I'd like to thank CN shareholders joining us this morning here in Memphis and via webcast. It is my pleasure to be here today and to present my report, so let's get right to it. Claude has just reviewed with you how we are focusing on creating the CN of the future by building on our commitment to operational and service excellence, supply chain enabling, and continuous innovation. Through our supply chain partnerships, we are increasing our visibility from end to end and helping our customers win in their markets, which in turn allows us to grow faster than the economy. We remain focused on the delicate balance involved in driving operational efficiency while improving service levels. This is the formula that allows us to accommodate revenue, revenue growth at low incremental cost.

The end goal is a railroad that helps connect our partners across the supply chain, delivering value to our customers and doing so on a profitable basis. The company's financial results achieved in the past five years, and the record performance in 2014, substantiate the benefits of becoming a true supply chain enabler. Our strategic agenda is delivering. In 2014, CN achieved the highest annual revenues and earnings in the company's history. On a reported basis, earnings per share grew to $3.85. Now, excluding items that affect the comparability of the financial results in both 2013 and 2014, CN's adjusted earnings per share grew a solid 23%. Allow me to walk you through the key drivers that underpin this performance.

The company handled record volumes in 2014, with nearly 5.6 million carloads, up 8% versus 2013. The volume increase was driven by growth in North American and Asian economies, as well as by the company's ability to leverage its supply chain approach to outperform base market conditions in a number of commodity segments. Significant volume growth was realized in energy-related commodities, such as crude oil and frac sand, from new intermodal and automotive business, as well as from setting new records in transporting the abnormally large 2013 Canadian grain crop. The company has also benefited from inflation plus pricing gains and the positive impact of a weaker Canadian dollar. Overall, revenues increased 15% to over $12.1 billion, achieving the highest level in the company's history.

At the same time, CN continued its disciplined approach to managing expenses. 2014 operating expenses increased by 12%. The increase was mainly a result of strong volume growth, inflation, and the impact of the weaker Canadian dollar. In 2014, the company achieved an industry-leading operating ratio of 61.9%. Looking ahead, we continue to see our operating ratio in the low 60s, in line with our objective of growing the top line while managing our costs as wisely as ever. Overall, CN continued to improve its operating performance in 2014. Our train and yard productivity increased, and we once again achieved exceptional car velocity, in spite of the significant weather challenges we faced in the harsh winter of 2014. But we're also balancing operating productivity with service excellence.

We're committed to our strategy of becoming a true supply chain enabler, delivering better end-to-end for our customer service, visibility, communication, and collaboration. We're also improving our proactive customer communication at the local level, supported by iAdvise, an information tool that provides visibility of key information between the customer, our service reps, and operating staff in the field. This allows customers to better plan their operations by improving the reliability and consistency of shipment information. We continue to advance our first mile, last mile service, improving the quality of customer interactions, and leveraging key performance metrics that drive efficiencies across the entire supply chain. Now, these are powerful tools that support true supply chain enabling. We are connecting with our customers in a way that's never been done before, and we're not done innovating in order to achieve a level of service we know our customers value.

So when you are successful in growing revenues at low incremental costs, you actually create the capacity to generate cash. In 2014, CN generated just over $2.2 billion of free cash flow. Excluding the benefit of non-strategic asset sales, this is a 30% improvement over 2013. This consistent cash flow generation, however, does not come at the expense of reinvesting in the business. Capital reinvestments in our business is both necessary to sustain the integrity of our network and to support our strategic agenda. CN deployed $2.3 billion on capital programs in 2014. This represents about 19% of our revenues or 50% of our operating income. We're investing in a steady, disciplined manner that is creating long-term value for our shareholders.

Over the last five years, the company has reinvested in the business close to $10 billion, and of this, over $5 billion is for core track infrastructure, including the replacement of rail, ties, bridges, and other improvements, which enable us to operate a safe and fluid railway. The company maintains an unwavering commitment to safety. We continue to invest in wayside inspection and other detection technology, such as track geometry equipment, to increase testing of track for potential defects and safety-related issues. Our commitment to safety is also apparent in the company's investment in two brand-new training centers to ensure employee safety awareness. CN's significant safety culture is the key driver in everything we do, including assessing where and how to invest our capital. With regards to growth and productivity, we have invested around $750 million to increase our network capacity and improve resiliency.

This includes investments in double track and long sidings, yard enhancements, and improved connections on the EJ&E. We have supported our growth strategy with sizable investments in logistics terminals, and our recent announcement of a multi-year program to invest around $500 million on branchline upgrades in Western Canada will further increase the capacity and safety of the rail infrastructure. In the last five years, we've devoted close to $1.5 billion in rolling stock, which includes cars and locomotives. Our locomotive renewal plan is providing the motive power to meet our growing volumes. That's why we've allocated over $800 million in securing close to 500 locomotives and enhancing the quality of our existing fleet. We also continue to invest in information technology with roughly $600 million over the last five years.

This provides the timely information required to make informed decisions and is key to supporting productivity, enabling a supply chain approach, and driving our first mile, last mile customer service initiatives. So we're focused on creating the CN of the future and are determined to strengthen CN's role as a true backbone of the economy with continued investments in safety, capacity, and our people. Our strong cash flow performance and our disciplined approach to capital helps us maintain a solid balance sheet. Prudent financial management, that's another key piece of the CN foundation. Our investment-grade credit rating allows us to have continuous access to low-cost sources of funds. Let me now address shareholder returns. Rewarding shareholders for the confidence they entrust in us is a priority. With a strong balance sheet and with solid economic prospects, the company bought back over $1.5 billion worth of stock.

That's more than 22 million common shares in 2014. We've had a significant buyback program in place over the last 5 years, amounting to over $6.6 billion. Our current program, which runs until the end of October 2015, provides for the repurchase of up to 28 million shares. Dividend growth has also been a priority. The dividend has grown every year since the company was privatized. That's 19 years of uninterrupted dividend growth. During this time, CN has grown dividends at an average rate of 17% per year. For 2015, the company's board of directors approved a 25% dividend increase. This is consistent with our new objective of gradually moving towards a 35% dividend payout ratio.

When you combine dividends and share buybacks, the value returned to shareholders is close to $10 billion in the last five years. I think this clearly demonstrates our commitment to rewarding shareholders. In addition, the shareholder value creation has translated into a significant stock appreciation. Over the last five years, adjusting for stock split, our Canadian stock price increased close to 180%. When you add in the reinvestment of dividends, the cumulative total return is 200%. Now, by comparison, over the same time period, the TSX increased by 44%, while the S&P 500 increased by 105%. Yesterday, the company reported its first quarter 2015 earnings on a reported 16% to $0.86.

Excluding gains from major property disposals in 2014, the company achieved an adjusted diluted EPS of $0.86, an increase of 30% over the same period last year. We benefited from our investments in people, rolling stock, and infrastructure, along with more normal winter conditions compared to last year, which resulted in a solid improvement in service and operating metrics, the impact of which can be seen in the company's results. With this, allow me to review with you our 2015 outlook. We have affirmed our guidance for 2015, which calls for double-digit earnings growth over our adjusted diluted EPS of $3.76 in 2014. For 2015, we'll be making $2.7 billion in capital investments, which includes $1.4 billion to harden our infrastructure.

So as we look ahead to the balance of 2015 and beyond, we have a solid foundation in place. Our strategy of supply chain collaboration continues to gain momentum, and the CN team remains focused on delivering superior results as our strategic agenda continues to unfold. The CN leadership team remains committed to ensuring that this franchise is well-positioned for the long term and continues to deliver value to our customers and our shareholders for many years to come. On that note, thank you very much. Back to you, Mr. Chairman.

Thank you, Luc. I now have received the report of the scrutineers. According to the proxies received and the ballots cast, each director nominee received at least 96% of the shares voted in favor of his or her election. I, therefore, declare that the 11 nominees set out in the management information circular have been duly elected as directors of the company to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed. I also declare that the non-binding advisory say on pay resolution on the company's approach to executive compensation has been approved by a majority of the holders of the shares represented in person or by proxy at this meeting. I would now like to present the members of your board of directors and congratulate them on their election to the board.

They are a very talented group from all over North America who make every effort to bring value to shareholders of this company. The description of each director is available in CN's proxy circular. I'll ask each of them seated before the stage here to rise and face the audience and remain standing until all of them have been introduced. I would ask you to hold your applause until they've all been introduced. Donald Carty. Ambassador Gordon D. Giffin. Edith Holiday. Maureen Kempston Darkes. The Honorable Kevin Lynch. James O'Connor. The Honorable Denis Losier. Robert Phillips. Laura Stein. Claude Mongeau, and I am Robert Pace, and I'm the Chair of the Board of Directors. Ladies and gentlemen, these are your directors.

We are also very fortunate to have with us today a former CN director, whom we have honored as director emeritus, in recognition of his extraordinary contribution to the CN board of directors. This man keeps this management team and this board on its toes. Jim Gray, will you please stand up and be recognized? We have also recently honored two of our retiring directors as director emeritus in recognition of their extraordinary contribution to the CN board. Mr. A. Charles Baillie and the Honorable Ed Lumley, will you please stand up? Since our last meeting, we have lost the CN director emeritus, Mr. Purdy Crawford. Purdy was widely considered to be one of Canada's most prominent corporate lawyers and business leaders. We were very fortunate to have him serve on CN's board.

As we have completed all the business to come before this meeting, I will entertain a motion to conclude the formal part of this meeting. Caroline Moss, would you kindly introduce a motion to that effect?

Caroline Moss
Shareholder, Canadian National Railway Company

Mr. Chairman, my name is Caroline Moss, and I'm a shareholder of the company, and I move that the formal part of this meeting be concluded.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Caroline. Joseph Brooks, will you second the motion?

Joseph Brooks
Shareholder, Canadian National Railway Company

Mr. Chairman, my name is Joseph Brooks. I am a shareholder of this company, and I second that motion.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Joseph. All those in favor, raise your hand. I declare the motion carried, and this meeting is closed. We now have time for a general question period. We invite any shareholder or proxy holder of the company who has a question, come forward and use the two floor microphones. In the interest of time and fairness to everyone who wishes to ask a question, I ask you to restrict your questions to the matters relevant to the business of the company. In order to allow the maximum number of shareholders who wish to ask questions to participate, we ask that you keep your question short. Anyone who wants to ask more than one question will be asked to hold his or her second question until anyone else that wants to ask a question has had an opportunity to do so.

Prior to asking your question, please state your name and whether you are a shareholder or a proxy holder of the company.

Requita Coleman
Shareholder, Canadian National Railway Company

Good morning. My name is Requita Coleman, and I am a shareholder. Mr. Chairman, can you comment on the effectiveness of the EJ&E routing around Chicago and whether or not it's providing the company with a competitive advantage?

Robert Pace
Chairman of the Board, Canadian National Railway Company

Claude?

Claude Mongeau
President and CEO, Canadian National Railway Company

Good question, Requita. It is indeed helping us in many ways, differentiate our service. Chicago is a complex hub in the North American rail system, and we had a particular situation at CN. We come from the south on the Illinois Central. We come from Iowa, on the you know, Cedar Rapids, all Illinois Central rail line. We come from the west on the Wisconsin Central. We come from the east on the Grand Trunk, and then when you looked at a big map, it looked like we were connecting, and it was a North American network. But in fact, we had to go through other railroads in Chicago to connect with ourselves. The EJ&E goes around Chicago and brings a seamless connection from all directions.

It's helping us provide better service, gain efficiency, and move traffic for our customers' goods. It was a very strategic acquisition, and we are very, very pleased with the results.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Claude. Microphone number two.

Fred Biederman
Shareholder, Canadian National Railway Company

Mr. Chairman, distinguished members of the board, and fellow shareowners. My name is Fred Biederman, and I'm a volunteer for Operation Lifesaver, which includes presentations, the station blitzes, requested by the Canadian National. I'm also a member of DuPage Rail Safety Council. What I have to say today is not part of Operation Lifesaver. I would like you, members of the board, to further limit our company's public liability by not allowing any future mainline crossings to be built at grade level or level crossing, if you will. Henceforth, when a company or municipality requests a new crossing, they will be quoted a grade separated crossing. Any corporation or contractor that stands to make millions and needs a crossing will have to contribute to a grade separated crossing. New crossings should not be an additional expense to the Canadian National.

We would not allow our children to play on a superhighway. Why, then, would we place them in even greater danger near a 12-million-pound freight train that takes 18 football fields to stop from 55 miles an hour? Can I go around something that's on our tracks? It's all about ethics. Rail is the most fuel-efficient mode of transportation-

Robert Pace
Chairman of the Board, Canadian National Railway Company

Sir, can you ask your question?

Fred Biederman
Shareholder, Canadian National Railway Company

Okay. What was that?

Robert Pace
Chairman of the Board, Canadian National Railway Company

Could you ask the... What's your question?

Fred Biederman
Shareholder, Canadian National Railway Company

Would you consider no new crossings at grade level?

Robert Pace
Chairman of the Board, Canadian National Railway Company

Okay. Can I clarify, are you a shareholder or proxy holder?

Fred Biederman
Shareholder, Canadian National Railway Company

I am a shareholder.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, sir. Claude?

Claude Mongeau
President and CEO, Canadian National Railway Company

Thank you, sir. This is a continuing challenge. We-

Fred Biederman
Shareholder, Canadian National Railway Company

I understand.

Claude Mongeau
President and CEO, Canadian National Railway Company

We face this challenge across the country.

Fred Biederman
Shareholder, Canadian National Railway Company

Mm-hmm.

Claude Mongeau
President and CEO, Canadian National Railway Company

You know, you have urban development need for new crossings. You have situations where we have crossings that are no longer used as as much as they used to be in the past, but are still open. Crossing is a risk to the safety of the public, so the process by which we close crossings and open crossings is an area that would warrant further reviews with regulator. We believe that a process that limits the number of crossings would improve safety and the fluidity of the rail network. You do have an issue with, we do have there would be an issue with mandating a grade crossing that is separated at every new crossing. Perhaps a better just because of cost and because of the development, sometimes does not warrant the cost in terms of public investment.

But your idea that, at a minimum, we should close a crossing whenever we open a crossing, and that government should have more funding in support of separating those crossings for safety, is a good one, and we share that goal with CN, and we believe that the governments on both sides of the border should also support such an initiative.

Fred Biederman
Shareholder, Canadian National Railway Company

Well, all I'm asking you to do is to push towards no new grade crossings. I understand there's always exceptions, and there's always municipalities you have to deal with, but the more we push, the better off our safety is. Thank you.

Claude Mongeau
President and CEO, Canadian National Railway Company

And we agree with you. Thank you for your question.

Sean Finn
EVP, Corporate Services and Chief Legal Officer and Corporate Secretary, Canadian National Railway Company

Thanks for the question.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Microphone number two.

Jennifer Hall
Shareholder, Canadian National Railway Company

Yes, sir. Good morning. My name is Jennifer Hall, and I am a shareholder of the company. I have a question for the chairman. CN has been hiring extensively in recent years. Do you expect that trend to continue, and can you comment on how the new employees are being trained?

Robert Pace
Chairman of the Board, Canadian National Railway Company

Claude?

Claude Mongeau
President and CEO, Canadian National Railway Company

You know, we are trying all the time to have the right amount of resources, and our people in running our trains is the most critical asset that we have. So we always want to have enough employees to run the business and provide good service as possible. But we don't want to have too many employees because we wanna stay efficient. The last several years, we've had hiring for growth, and we've had a lot of hiring to replace retiring employees at CN. Since I became CEO five years ago, we've hired more than 14,000 people, and 52% of the employees that work for CN today are new since I became the CEO. So it's a continuing effort.

This is why we're investing in training, and this is why we are, you know, we think that, you know, our onboarding initiatives are so critical, and we try to balance out. Right now, the economy is a little bit less certain. We are slowing down the rhythm at which we hire, but we will most likely hire more than 2,000 people this year just to replace attrition.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, Claude. Can you please state your name and whether you're a shareholder or proxy holder?

Dave Schmidt
Shareholder, Canadian National Railway Company

My name is Dave Schmidt, and I am a shareholder. Thank you for coming to Memphis, and welcome. My question is: What is the company's position regarding locomotives powered by natural gas?

Claude Mongeau
President and CEO, Canadian National Railway Company

We believe it's a long-term opportunity that warrants a lot of attention. The natural gas is less expensive on a per unit of energy, but it requires a lot of capital to make the changeover from diesel technology to natural gas. Right now, we are close to making a case that could work, but we're not there, you know, fully, and so we are actively monitoring the situation. We have, you know, tenders and units that are designed to be testing the, you know, prototypes. We are trying to understand. Other railroads are doing the same, and if the economics continue to be favoring natural gas, maybe the significant investments, we're talking billions of dollars to make the shift over will become economically justifiable.

Right now, we're not there, but we're monitoring the situation very carefully.

Robert Pace
Chairman of the Board, Canadian National Railway Company

Thank you, and I'll suggest that you should talk to our Director Emeritus, Jim Gray, 'cause he's a champion of the technology, but thank you for the question. Are there any other further questions? If there are no other further questions, I would say the meeting is closed, and thanks for coming and joining us this morning. Thank you very much.

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