Good morning. On behalf of The Toronto-Dominion Bank, I welcome you, shareholders and proxy holders, to this annual meeting, whether you are here in person or online on our virtual platform.
On behalf of the Toronto-Dominion Bank, I welcome you, shareholders and proxy holders, to this annual meeting, whether you are here in person or online on our virtual platform. Thank you for taking the time to attend the meeting and for your continuing interest in and engagement with TD. My name is Tony Di Girolamo, and I am the bank's Corporate Secretary. We thank you for your participation. We care about your views, and we appreciate your trust as shareholders of TD. I acknowledge that the land we are meeting on is the traditional territory of many nations, including the Mississaugas of the Credit, the Anishinaabe, the Chippewa, the Haudenosaunee, and the Wendat peoples. We are thankful for the opportunity to work and live on this land, which today is home to many First Nations, Métis, and Inuit peoples.
We recognize that the city of Toronto is covered by Treaty 13, signed with the Mississaugas of the Credit, and by the Williams Treaties, signed with several Mississauga and Chippewa nations. As you continue your personal and professional journey, I invite you to take the time to learn about the Indigenous peoples of the lands where you live and work, and to reflect on your relationship with them.
John MacIntyre, Board Chair, TD Bank Group.
John MacIntyre, [Non-English content].
Good morning, everyone. Welcome to the 2026 TD Bank annual meeting of shareholders.
Good morning, and welcome to our annual meeting.
I'm John MacIntyre, Chair of the board of directors. I will act as Chair of this meeting as stipulated by the bank's bylaws. I'm joined on the podium by Raymond Chun, Group President and Chief Executive Officer, Simon Fish, Senior Executive Vice President and Chief Legal Officer, and Tony Di Girolamo, who you've met, our Corporate Secretary. Tony, with the consent of the meeting, will serve as secretary of the meeting. In addition, members of the bank's senior executive team and board of directors are available to assist with questions if necessary. Pat Lee and Megan Rochat, representatives of TSX Trust Company, the bank's registrar and transfer agent, will act as scrutineers. I now call the meeting to order. We previously mailed the notice calling the annual meeting of common shareholders. We've received confirmation of that mailing from Broadridge Investor Communications Solutions and TSX Trust Company.
I direct that a copy of the notice mailed to the shareholders and the other meeting materials delivered to shareholders by notice and access be kept by the secretary and annexed to the minutes of this meeting. I have received satisfactory proof that the notice calling this meeting was duly publicized and sent to all shareholders of the bank. We have received proxies representing more than 54% of the approximately 1.7 billion outstanding common shares. Accordingly, we have a quorum present, and I hereby declare the meeting duly and properly constituted. Please note that the discussions during the meeting may contain forward-looking statements about the bank's outlook and objectives and strategies to achieve them. Ray will be referring to non-GAAP financial measures, also known as adjusted results in his remarks at today's meeting.
Details regarding forward-looking statements and non-GAAP financial measures are on the slide presented in the room and on the webcast and can be found in the bank's financial reporting. For the duration of today's meeting, I will refer to registered shareholders and duly appointed proxy holders as shareholders and proxy holders. These shareholders and proxy holders are able to view the meeting, vote their shares, and submit questions regardless of their method of participation. Instructions for how to do this, including asking questions, were included in this year's proxy circular. This year, we have enabled question and comment capabilities through the webcast platform with the aim of having our experience for our virtual attendees as interactive as possible. As in past years, both English and French will be spoken during this meeting. Simultaneous translation will be provided in person via the headsets provided.
Those joining today via the webcast can select to hear the meeting in either English or French. Shareholders and proxy holders will be able to ask questions verbally in the room and both in writing and verbally through the webcast. As in past years, we will have a question and answer session after the formal business of the meeting is completed. During the formal portion of the meeting, we will pause to address questions and comments submitted by shareholders and proxy holders that are specific to the motions presented during the meeting.
We will ask that all general questions be reserved for the question and answer period after the completion of the formal portion of the meeting. To ensure that every shareholder and proxy holder can participate, whether they are attending in person or joining via the webcast, we will begin by taking questions from those present in the room, followed by questions submitted through the webcast. Individuals joining the meeting as guests are not able to ask questions. In each case, we also ask that you identify whether your question relates to a motion being considered as part of the formal business of the meeting, or whether it is of a more general nature. We ask that any questions that relate to the business or affairs of the bank restrict to those questions rather than addressing matters of a personal nature.
For people in the room, we have a representative from TD Client Care here with us today. Can Sarah Barrow stand and be recognized? She's in the back corner. If your question is of a personal nature, we will defer your question and ask that you speak with Sarah after the meeting, or we will have one of our client care representatives get in touch with you after the meeting. We ask that in-person attendees wait to be recognized by me as chair before speaking. You will be prompted to approach one of the microphones on the floor at the appropriate time. Before speaking, please state your name and confirm that you are a shareholder or proxy holder before asking the question. For those with limited mobility, please raise your hand and a microphone will be brought to you.
We like all our shareholders and proxy holders that wish to ask a question to have the opportunity to do so. To that end, we ask that you please keep your comments brief, limiting yourself to two minutes and to the subject under discussion so that all shareholders and proxy holders have an opportunity to participate. We also request that you only ask one question at a time. If a speaker has an additional question, please re-queue at the microphone to allow us to speak with as many shareholders as possible during the meeting. Shareholders and proxy holders who are joining us virtually will be able to submit questions via the webcast by clicking on the questions tab on the webcast page. If you're watching the webcast in full screen, you will need to minimize the video to access the questions tab.
Shareholders and proxy holders who wish to submit a question or comment through the webcast platform can do so at any time, and we will address them at the appropriate time. Please indicate whether it relates to a specific motion or whether it is to a more general motion. For example, if you'd like your question read out before shareholders vote on the advisory vote on executive compensation, please indicate that in your submission and we will read it out then. If it's a more general question or comment, then we will read it out during the general Q&A session following the formal meeting. It's recommended that you submit any questions as soon as possible during the meeting so that they can be addressed at the appropriate time. The ability to submit questions online is not available to individuals who join the webcast as a guest.
The secretary will read out the questions received over the webcast in the original language submitted. Shareholders and proxy holders attending the webcast can also ask questions verbally by entering their phone number in the question text box and indicating the topic of their question. A representative will then call these individuals to connect their audio and place them in queue to be called upon at the appropriate time. Additional details can be found in the webcast portal. To address as many different questions as possible during the meeting, if we have several questions that are similar in nature, we will group those questions so that they can be addressed together. As in past years, the vast majority of shareholders submitted their proxies or voting instructions in advance of the meeting.
Shareholders and proxy holders, whether attending virtually or in person, will also have the opportunity to vote during the meeting. To keep your vote confidential, proxies are counted and tabulated by the scrutineers. Additional information on how to ask questions, how to vote, and the other protocols and procedures being used for today's meeting, along with the agenda for today's meeting, are available at TD's annual meeting website and the documents tab of the webcast. In-person attendees were also provided a copy of the agenda on their chairs. Before I invite Ray to address the meeting, I'd like to make a few comments. When I think back to last year's AGM, I am proud of what our bank has achieved. I am very proud. Our businesses are performing well and have momentum.
Our strong balance sheet remains an important differentiator, and our capital position is well above regulatory requirements. Anti-money laundering program remediation remains the number one priority of the board and for management. While this is a multi-year process, we made consistent progress in 2025 and continued to make the investments needed to meet our regulatory obligations and strengthen the bank for the future. As we advanced through this important year, we also created significant shareholder value through buybacks, higher dividends, and stronger financial performance. We look ahead with renewed confidence and a clear strategy for the future, building on our strengths to create lasting value for shareholders. Ray will discuss this in more detail very shortly. Fellow shareholders, you have entrusted the board to oversee and ensure its success for the long term.
It's a role we take very seriously and a responsibility we exercise with care and focus. As you know, we added five new independent directors to our board in 2025 with deep and varied experience. Together, we have effectively challenged management, reviewed strategy, and overseen critical investments in our risk and control environment. As a part of our role, the board is also very focused on the long-term needs of the bank. We regularly assess the economic, geopolitical, climate-related, and technological changes shaping the environment around us, including AI. We work closely with management to understand both the risks we face today and those emerging on the horizon. This perspective informs our oversight and helps ensure TD remains resilient through change. Every year, The Globe and Mail ranks corporate governance at Canada's largest publicly traded companies.
They evaluate a broad set of criteria, including board independence and diversity, director tenure, committee composition, and CEO succession planning. I was pleased to see TD tied for the number one ranking in 2025. We will continue our efforts to further strengthen our board and governance. Throughout 2025, the board worked closely with our new CEO in his first year. In a short time, Ray has taken decisive action to strengthen TD. Your bank's leadership is building an organization that is resilient and forward-focused. We're investing in the capabilities and innovation needed to meet the needs of our clients today and for the years to come. They've done a tremendous job improving performance, energizing our colleagues, and shaping a clear strategy.
An excellent job.
To speak more about our progress, I'd like to now invite Ray to address the meeting. Ray. Good luck.
Thank you, John. Good morning, everyone. [Non-English content] .
Hello and welcome.
To TD's annual meeting. I'm so pleased to report that TD had a tremendous year. I'm extremely proud of the progress we've made for our bank, our clients, and for you, our shareholders. In just one year, we developed a focused strategy, and we are executing it with discipline, building momentum in every business. We also united TD around a clear and inspiring new purpose to reimagine what banking can be. Our purpose reflects our determination to move faster and lead our business, clients, communities, and industry in a rapidly changing world. Our colleagues have embraced our new strategy and purpose and are moving ahead with renewed confidence in the future. You can feel their energy and excitement right across TD. We're back to winning. You can see this progress reflected in our performance. We've extended our position as Canada's premier banking franchise.
We have the number one most valuable brand for the fourth consecutive year. We're number one in growth across total personal deposits, Canadian real estate-secured lending, and Canadian credit card volume. We operate the country's number one direct insurance business, number one institutional asset manager, and fastest-growing ETF business, a powerful Canadian franchise. In the U.S., we have a tremendous business and continue to gain in strength and performance. We have the eighth largest bank in America with over 10 million clients in one of the largest and most competitive banking markets in the world. We're building our future in the U.S. from a position of strength. In 2025, we restructured our balance sheet, created capacity to grow with our clients, and invested in new leading applications. Our U.S. bank is a key part of our growth strategy and a key part of TD's future.
With TD Cowen now fully integrated, we've added powerful new capabilities to TD Securities. This integration is driving strong results. TD Securities delivered record revenues and earnings in 2025, secured larger mandates from clients, and accelerated our strategy to build a top 10 North American dealer with global reach. You can see this performance reflected in our 2025 financial results. Revenues grew 9% to CAD 61.8 billion. Earnings grew 5% to over CAD 15 billion. Earnings per share increased 7% to CAD 8.37. Our CET1 ratio ended the year at 14.7%, among the strongest capital positions in banking. We extended this performance into 2026 with record first quarter earnings of more than CAD 4.2 billion, up 16%, and record EPS of CAD 2.44, up 21%. We also returned capital directly to you, our shareholders.
We completed a CAD 8 billion share buyback and have started a second buyback of CAD 7 billion to return a total of CAD 15 billion. At the start of the year, we also increased dividends. Going forward, we'll review the dividend level twice a year rather than once, and as earnings grow, so will your returns. In just one year, we placed TD on a different trajectory, opening a new era of growth and performance. At our core and throughout our history, TD has always been about the people we serve. Families, hardworking Canadians and Americans, business owners and business leaders, the people who form the backbone of our economies. That's why deeper relationships is the first pillar of the strategy that we outlined at Investor Day in September. Deeper relationships is about earning our clients' trust and the right to serve more of their needs.
To achieve this, we are making the largest investment in client-facing talent and capabilities in decades, deploying mortgage and investment specialists, wealth advisors, business bankers, and other experts right across the communities where we live and work. These colleagues are helping families to purchase their first home, homeowners invest for the future, supporting graduates with their student loans, their first credit cards, and their first investment account, assisting newcomers as they plant roots in Canada, gain credit, invest, and start a new life, and advising entrepreneurs and businesses as they invest for the future. Our focus on deepening relationships led to a record CAD 31 billion in closed referrals from personal banking to wealth, record credit card growth in Canada and in the U.S., and entirely new mandates for TD Securities across Canada, the U.S., and globally. Deepening relationships has never been more important to our clients.
We are operating at a time of significant uncertainty. Like many of you, our clients are working hard to build their financial future as geopolitical events, economic volatility, and new technologies create new challenges. TD will continue to distinguish ourselves with the human experiences that have always defined our bank. Our new brand promise, More Human, or in French, Plus Humain.
More Human.
Reinforces our commitment to build on this legacy. We're bringing a more human element to banking, from the innovation we deploy to the experiences we design. Take TD Direct Investing, Canada's number one digital investing platform. We're the only Canadian bank to offer fractional share ownership. With as little as CAD 1, clients can now invest in some of the biggest companies in the world, bringing down barriers and creating new opportunities for Canadians. Our platform is designed to support clients through every stage of their lives, from that CAD 1 investment on TD Easy Trade to more sophisticated investing on TD Active Trader, and every step along the way. That's More Human. We also have programs designed to help clients overcome financial obstacles and solve problems, such as TD Early Pay, which allows U.S. clients to access their paycheck two days early.
These two days can have a profound impact, reducing the stress of making bill payments on time and getting food on the table. That's More Human. More Human will always be at the center of the advice we provide, the experience we offer, and the seamless way we integrate digital into the client experience. We're moving with speed to bring more human approaches and exceed our clients' expectations. Speed matters. In a fast-paced world, speed will be a competitive advantage for TD. That's why running a simpler and faster bank is the second pillar of our strategy. Our goal is to elevate the client experience and free up colleagues' time. We're approaching this in two ways. First, structure. We're breaking down silos, reducing layers, and clarifying accountability. This is already helping our colleagues make better decisions faster. Second, technology. We're deploying AI and technology at scale throughout TD.
We're responsibly harnessing AI to accelerate execution across the client journey from onboarding to advice. We're deploying AI assistants in the phone channel and in our branches to shorten response times. We're accelerating the mortgage approval process, getting document review times down from hours to minutes. We're getting auto loan decisions to clients in seconds right in the dealerships, and we're building more comprehensive investment plans faster for wealth clients. As you can see, AI will open enormous opportunities for those who embrace its potential. TD will be a leader in AI. We're not new to this game. We acquired Layer 6 in 2018 and have been building our AI talent, expertise, and leadership for close to a decade. This experience positions us well to both capture the opportunities and mitigate risk. AI offers powerful advantages, but its progress and oversight must be thoughtful and human-led.
As we reimagine the bank and the client experience, disciplined execution, our third strategic pillar, is central to how we deliver. To keep winning, we'll continue to grow investments in innovation, new capabilities, AI, and the client experience. To fund these critical investments and improve financial performance, we're fundamentally restructuring our cost base. This will provide TD with long-term strategic advantage. We're redesigning and automating processes, pulling down procurement costs, modernizing infrastructure, and relentlessly prioritizing for maximum efficiency. We've made strong progress in a short time, delivering positive operating leverage for the past three consecutive quarters. Restructuring our cost base, along with an intentional deployment of capital to elevate ROE, is both driving our performance and funding our future. As we scale our business, we continue investing to strengthen our governance and control foundations.
Critical to this effort, we're driving consistent progress on our U.S. AML remediation, our number one priority. With ongoing investments in talent, technology, processes, and training, we're building an AML program to protect the bank, our clients, and the financial system we serve. As clients' expectations grow, TD will continue to lead with clarity and conviction, driving deeper relationships, running our bank simpler and faster, and operating with disciplined execution. Our strategy is designed to be resilient through change and shifting dynamics. Dynamics that impact our clients, our economies, and this country. This is an important moment for Canada. There is uncertainty ahead, but one thing is absolutely clear. Tomorrow will not look like today. We have tremendous advantages, and Canadians have good reason to believe in our country.
A highly skilled workforce, exceptional universities and colleges, extraordinary natural resources, and a stable financial system supported by the strongest banks in the world. These are terrific strengths, and I'm encouraged by the steps being taken by the Canadian and provincial governments. Building a stronger future will take continued action from governments and business leaders to bring down inter-provincial barriers, expand international trade, to develop and commercialize groundbreaking innovation, to design appropriate regulatory and tax frameworks, and attract investments to build the projects and infrastructure to unlock the full economic potential. That's the Canada I believe that we can build together. TD will continue to invest in our business to finance projects and programs essential to our future and contribute across our communities. Our strategy supports this future and is powered by our colleagues. Ultimately, TD's long-term success depends on our people and our culture.
In fact, I believe building a winning culture is one of the most important responsibilities of a CEO. Across TD, we're fostering curiosity, courage, accountability to strengthen our culture and drive our strategy. Curiosity to keep learning and to see around corners. Courage to challenge the status quo, to lead through change, and to be bold. Accountability to deliver consistently and with integrity. This is the culture we are building. This is the culture that will power our future. Our colleagues bring this to life each and every day. I want to thank our colleagues for all you do for TD. I am so proud of your tremendous efforts and your continued commitment to TD and our clients. [Non-English content].
Thank you. I am very proud.
I also want to thank our clients for your trust. We'll continue to work hard every day to help you succeed and achieve your goals. Finally, I want to thank our shareholders, here in the room and around the world. Thank you for your continued support as we reimagine what banking can be. Thank you.
Thank you, Ray. At this point, I'd like to move to the formal business of the meeting. I'd first like to recognize the fact that the movers for the motions presented by the bank are employees who are also shareholders. Voting will be open so long as the formal portion of the meeting is proceeding. Voting is not available to individuals who join the meeting as guests. If you voted in advance of the meeting and do not wish to change your vote, then you don't need to do anything and should not vote again at the meeting. If you vote at the meeting, you will automatically revoke your prior vote. We'll be conducting the voting on all items of formal business at today's meeting by ballot.
For shareholders and proxy holders who are joining remotely and have accessed the webcast with the appropriate credentials, the voting polls will open soon and will close after the presentation of our formal items of business. Shareholders and proxy holders will see the Vote tab appear on the webcast page when the voting polls are open, which is how you can vote through our virtual voting platform. If you're watching the webcast in full screen, you'll need to minimize the video to access the Voting tab. If you are with us in the room and you wish to vote during the meeting, you will need the yellow and blue ballots that were offered to you at the registration desk.
We have prepared a blue ballot for the first five items of business, being the election of directors, the appointment of the auditor, the advisory vote on the bank's approach to executive compensation, the first amendment to the Toronto-Dominion Bank 2000 Stock Incentive Plan, and the second amendment to the Toronto-Dominion Bank 2000 Stock Incentive Plan. Information about these items of business, including a description of each matter and the related resolutions, is set out in the bank's proxy circular, which was made available to shareholders prior to the meeting. A yellow ballot has been prepared for the nine shareholder proposals to be voted on today. These proposals, along with the proponents' supporting statements and the board's responses, are set out in the proxy circular. Scrutineers have a supply of ballots in both English and French.
If you've not received a ballot and would like to vote during the meeting, please raise your hand now. I would ask the scrutineers to distribute a set of ballots to any shareholders or proxy holder in attendance who's not received a ballot or completed a proxy. As previously mentioned, if you've already voted or sent in a proxy, there's no need to complete a ballot. When you sign your ballots, please print your name clearly above your signature. When votes are submitted to our registrar and transfer agent, whether voted at this meeting or submitted by proxy, they are counted and tabulated by their officers. The scrutineers of this meeting will then verify and report the results. A simple majority of the votes cast during this meeting or by proxy is required to pass each of the matters to be voted on today.
In the interest of having an open, fair, and orderly meeting, the agenda placed on the chairs of each in-person attendee contains guidelines for shareholder participation. These guidelines are based on customary rules of order as well as common sense and courtesy. This document is also available online on our annual meeting webpage and in the Documents tab of the webcast for virtual attendees. On behalf of your fellow shareholders, I thank you in advance for your cooperation. Copies of TD's 2025 Annual Report, which contain the bank's 2025 financial statements and the auditor's report, were delivered to common shareholders in advance of this meeting and are available at the entrance of the room. You can also view the annual report on our website at td.com or in the Documents tab of the webcast.
We will now address any questions or comments that have been submitted by shareholders or proxy holders directly related to the 2025 financial statements. If you have questions or comments that are not directly related to the 2025 financial statements, please hold them until the appropriate time. Are there any questions or comments from the floor regarding the financial statements?
Hello. Good morning.
Good morning.
My name is Jagjit Arinja. I am one of the Retail Shareholders. I would first commend the entire board for spectacular Q1 results, and the second commendation of excellent customer service that I have received from TD Bank as a client. Now, my question as a shareholder, what part of those Q1 earnings come from U.S. operations? Thank you.
Thank you for your question. Thank you for your comments as well. They're appreciated. The disclosure in the financial statements, I think discloses that number. I won't throw it out here off the top of my head, but we'll circle back to it as well and get back to you on a specific answer for you. Thank you very much for the question. Okay. Tony, are there any questions coming in from the webcast or phone?
Chairman, no questions have come in related to this item.
Okay. Thank you. We will now move to the election of directors. The board of directors has fixed the number of directors to be elected at 14. I confirm all the nominees are eligible for election and have consented to serve as directors if elected. All 14 nominees are currently directors of the bank. Information about each nominee is included in the proxy circular. To facilitate the introduction of the nominees, we've prepared a slide presentation that introduces each of them.
Ayman Antoun, Ana Arsov, Cherie L. Brant, Raymond Chun, Elio R. Luongo, John B. MacIntyre, Keith G. Martell, Nathalie Palladitcheff, Frank Pearn, S. Jane Rowe, Nancy G. Tower, Ajay K. Virmani, Mary A. Winston, Paul C. Wirth.
I will now call on the secretary to nominate the directors for the coming year.
Thank you, Chair. I nominate each person named in the proxy circular under the heading "Director Nominees" to be a director of the bank until the close of the next annual meeting of common shareholders of the bank.
Thank you, Tony. We will now address any questions or comments that have been submitted by shareholders or proxy holders related directly to the election of directors. Are there any questions or comments from the floor regarding the election of directors? We'll now address any questions from the webcast. Have any questions come in through the webcast related to this matter?
Chairman, no questions have come in related to this matter.
Thank you. Voting is open, and we invite shareholders and proxy holders to submit their vote if they have not already done so. In-person attendees are asked to move to item number 1 on the blue ballot, which relates to the election of directors. Please mark it now. Virtual participants are asked to vote in the polling feature on the webcast. As I mentioned earlier, if you've already voted or sent in a proxy, there's no need to do anything unless you'd like to change your vote. The next item on the agenda is the appointment of the auditor. The board recommends that Ernst & Young LLP be appointed as auditor of the bank until the close of the next annual meeting. Helen Mitchell and Dom Giuffrida, representatives of Ernst & Young, are available to assist with questions if necessary.
I'd now like to call on Sarah Green, Senior Counsel with TD, to make this motion.
Thank you, Chair. I move that the firm of Ernst & Young LLP be appointed auditor of the bank until the close of the next annual meeting of common shareholders of the bank.
Thank you, Sarah. We will now address any questions or comments that have been submitted by shareholders or proxy holders related to this matter. Are there any questions or comments from the floor regarding the appointment of auditor? Have any questions come in through the webcast related to this matter?
Chairman, no questions have come in related to this matter.
Thank you. We invite shareholders and proxy holders to submit their vote if they've not already done so. Again, for in-person attendees, the appointment of the auditor is item number two on your ballot, your blue ballot. For virtual participants, you should vote now using the Vote tab on the webcast screen if you've not already done so. Please mark it now. Again, as a reminder, if you've already voted or sent in a proxy, there's no need to do anything unless you'd like to change your vote. The next item of business is the advisory vote on the bank's approach to executive compensation. The resolution on the approach to executive compensation is set out in the proxy circular under the heading "Advisory Vote on Approach to Executive Compensation." I'll ask Maya Raja, Senior Counsel with TD, to move the motion.
[Non-English content] .
I move that the resolution set out in the proxy circular under the heading "Advisory Vote on Approach to Executive Compensation" be approved.
Thank you, Maya. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. Are there any questions or comments from the floor regarding the bank's approach to executive compensation? Are there any questions from the webcast?
Chairman, no questions have come in related to this matter.
Thank you. We invite shareholders and proxy holders to submit their vote if they've not already done so. If you've already voted or sent in a proxy, there's no need to do anything unless you'd like to change your vote. Again, for in-person attendees, this is item number three on your blue ballot. For virtual participants, you should vote now using the Vote tab on the webcast screen, if you've not already done so. Please mark it now. The next item of business on the agenda is the First Amendment to the 2000 Stock Incentive Plan. The resolution on the First Amendment to the 2000 Stock Incentive Plan is set out in the proxy circular under the heading "First Amendment to the 2000 Stock Incentive Plan." I'd like to call on Tom Naciuk, Counsel with TD, to move this motion.
I move that the resolution set out in the proxy circular under the heading "First Amendment to the 2000 Stock Incentive Plan" be approved.
Thank you, Tom. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. Are there any questions or comments from the floor regarding the first amendment to the 2000 Stock Incentive Plan? Any questions from the webcast?
Chairman, no questions have come in related to this matter.
Thank you. We invite proxy holders and shareholders to submit their vote if they've not already done so. For in-person attendees, the first amendment to the 2000 Stock Incentive Plan is item number four on your blue ballot. For virtual participants, you should vote now using the Vote tab on the webcast screen, if you've not already done so. Please mark it now. Again, as a reminder, if you've already voted or sent in a proxy, there's no need to do anything unless you'd like to change your vote. The next item of business on the agenda is the second amendment to the 2000 Stock Incentive Plan. The resolution on the second amendment to the 2000 Stock Incentive Plan is set out in the proxy circular under the heading "Second Amendment to the 2000 Stock Incentive Plan." Again, I'd like to call on Tom Nachuk to move this motion.
I move that the resolution set out in the proxy circular under the heading "Second Amendment to the 2000 Stock Incentive Plan" be approved.
Thank you, Tom. We'll now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to this matter. Are there any questions or comments from the floor regarding the second amendment to the 2000 Stock Incentive Plan? Are there any questions from the webcast?
Chairman, no questions have come in related to this matter.
Thank you, Tony. We invite shareholders and proxy holders to submit their votes if they've not already done so. For in-person attendees, the second amendment to the 2000 Stock Incentive Plan is item number five on your blue ballot. For virtual participants, you should vote now using the Vote tab on the webcast screen, if you've not already done so, and please mark it now. As a reminder, again, if you've already voted or sent in a proxy, there's no need to do anything unless you would like to change your vote. I'd like to remind you that when you finish marking and signing the blue ballot, please print your name above your signature. I'll now ask the attendants to collect the blue ballots so that the scrutineers can begin tabulating the votes on the first five items. There are nine shareholder proposals for consideration at this meeting.
All nine proposals were submitted by MÉDAC of Montreal, Quebec. I would also like to mention that the proxy circular contains details regarding one withdrawn proposal. The withdrawn proposal is from Invest Now of Toronto, Ontario. Details of the withdrawn proposal were included in the proxy circular at the request of the proponent. We now turn our attention to the proposals proceeding to a vote. The proxy circular includes statements by the proponent in support of their proposal, as well as the reasons why the board is recommending to shareholders that they vote against each of these proposals. In the interest of time, we won't be revisiting the reasons for the board's position during the discussion of the proposals. Shareholders and proxy holders will be given an opportunity to comment on each of these proposals.
As I indicated earlier, I ask that each speaker be mindful of the guidelines for shareholder participation. I would also appreciate if each speaker would give their name and state whether they're a shareholder or a proxy holder. Shareholder proposals one through nine were submitted by MÉDAC and are set out in the proxy circular under the heading "Shareholder Proposals" starting on page 132. MÉDAC has provided the bank a brief statement on those proposals to be read out at the meeting. I will now invite Christine Michaud, an employee shareholder, to proceed with reading the statements and moving the motions on behalf of MÉDAC.
Thank you, Mr. Chairman. My name is Christine Michaud, and I'm acting on behalf of MÉDAC, the Mouvement d'éducation et de défense des actionnaires, which has submitted nine shareholder proposals. Five new proposals and four proposals that had already been submitted in the past, and that received sufficient support to be presented again. In respect of the former proposals, we will indicate the reasons why we would have been ready to agree that these proposals not be put to a vote again. We will focus on the new proposals. The first proposal aims at strengthening shareholder participation at annual general meetings. This is our key proposal this year. Shareholder participation at annual meetings is extremely important, and we are therefore proposing that the bank takes a number of measures identified in our proposal.
We would have been prepared not to have this proposal submitted to a vote if one of those measures had been accepted by the bank. This is the simplest one. We were requesting the annual publication of a simple table similar to the Broadridge table that is illustrated in our proposal that could have made it possible to see at a glance whether the participation rate of shareholders at annual meetings had increased or decreased over the past few years, broken down between institutional and individual shareholders. That measure would not have been costly and would have been very useful to shareholders who otherwise have access to this information only with difficulty. Proposal two, inclusion of young people in the bank's governing bodies.
It is proposed that the bank's board of directors develop and make public by the 2026 annual meeting a plan to increase the representation of young people aged 35 and under within its governing bodies. This is a measure that is already applicable to state corporations in Quebec. We would have agreed not to put this proposal to a vote if TD had shown that it is supporting financially and substantively training programs in civil society to prepare young people to participate on boards of directors. We've identified a number of similar initiatives, and they require financing. Proposal three, responsible compensation policy aligned with performance. It is proposed that the bank adopt a more responsible compensation policy that is aligned with the bank's overall performance. This proposal brings into a single proposal most of the measures that we have proposed in the past related to management compensation.
We would have agreed not to put this proposal to a vote if TD had implemented any one of those measures, which it has not done. Proposal four, strategic diversification of skills on the board of directors. It is proposed that the board of directors adopt a new skills diversification policy tailored to the challenges of today and tomorrow. We believe that in addition to the regular review of the board's skills matrix, there should also be a mechanism for ad hoc in-depth review of that matrix that could be triggered in a situation of crisis, as is the case presently, and we understand that is not the case at TD Bank. Proposal five, formal recognition of the systemic role of the board of directors. It is proposed that the board of directors establish a permanent advisory committee on the systemic impact of the bank's decisions.
The bank has declined to implement such a committee that would deal with the important question of its systemic role in society. Such a committee could draw upon external resources. In terms of the four proposals that are being presented again, Proposal six, 27.9% support last year, fighting against forced labor and child labor in loan and investment portfolios. We would have agreed not to put this motion to a vote had TD indicated what it is doing when it learns that one of its clients resorts to forced labor and child labor and whether such a situation has arisen during the year. As an example of acceptable disclosure, we have agreed not to put this matter to a vote this year at the annual meeting of Scotiabank. Proposal seven, 17.36% support last year, regulating artificial intelligence in order to safeguard the human aspect.
We would have agreed that this proposal not be put to a vote had the TD Bank undertaken, in particular, to adhere to a voluntary code of conduct to ensure oversight of generative AI. As an example, CIBC agreed to adhere to that guideline. Proposal eight, public disclosure of non-confidential information, country-by-country reporting, compensation ratios, and tax havens. We would have agreed not to put this proposal to a vote had TD Bank disclosed its country-by-country report. Proposal nine, 17.5% support last year. Advisory vote on environmental policies. We would have agreed not to put this proposal to a vote had TD implemented the practice of an annual advisory vote on its environmental policies. We invite all shareholders to support all of our proposals. Thank you, Mr. Chairman.
[Non-English content]. We will now address any questions or comments that have been submitted by shareholders or proxy holders that directly relate to these proposals. There's no questions in person. Are there any on the webcast?
Chairman, no questions have come in related to this matter.
Thank you.
Oh, sorry.
Again, your board of directors has recommended voting against proposals. Oh.
There's a question.
Sorry, I didn't see you down there.
My name is David Peters. I'm a shareholder. One of the more interesting people to raise questions at this meeting in the past seems to be missing today. The question I had to raise is, [Non-English content] Willie Gagnon?
Thank you for your question. I don't have an exact answer for that. There are two conflicting bank board meetings today. I think our belief is he is attending the other meeting, and we agreed to put the proposals forward with one of our employees. Thank you for asking the question. Okay. Again, your board has recommended voting against proposals one through nine. We invite shareholders and proxy holders to submit their votes if they've not already done so. If you've already voted or sent in a proxy, there's no need to do anything unless you'd like to change your votes. Again, for in-person attendees, please mark shareholder proposals one through nine on the yellow ballot now. For virtual participants, you should vote now using the Vote tab on the webcast screen if you've not already done so. Thank you. That completes the shareholder proposals.
I'll wait a moment while you finish voting. In-person and online voting will close shortly. Again, for our in-person attendees, please remember to print your name above your signature on the ballot. I'll now ask. The polls are closed. I'll now ask the attendants to collect the yellow ballots. Thank you. I understand that the scrutineers have a preliminary tabulation of votes cast in respect of each of the business items before the meeting. I now ask Megan Rocha, representing the bank's registrar and transfer agent, to provide us with the scrutineers' preliminary report.
For the information of the shareholders, we wish to report that more than 54.1% of the eligible shares were voted at this meeting. The preliminary results with respect to the election of directors are that a substantial majority of the votes cast at the meeting voted in favor of the 14 nominees named in the management proxy circular, with each nominee receiving in excess of 98.6% in favor. The preliminary result with respect to the appointment of auditors is that no less than 96.5% voted in favor of Ernst & Young LLP. The preliminary result with respect to the advisory vote on the approach to executive compensation is no less than 95% voted in favor of the resolution. The preliminary result with respect to the first amendment to the Toronto-Dominion Bank 2000 Stock Incentive Plan is that no less than 96.5% voted in favor of the resolution.
The preliminary result with respect to the second amendment to the Toronto-Dominion Bank 2000 Stock Incentive Plan is that no less than 97.1% voted in favor of the resolution. The preliminary results with respect to the shareholder proposals are proposal one, no less than 99.3% voted against. Proposal two, no less than 98.6% voted against. Proposal three, no less than 94.3% voted against. Proposal four, no less than 91.6% voted against. Proposal five, no less than 93.6% voted against. Proposal six, no less than 79.1% voted against. Proposal seven, no less than 78.7% voted against. Proposal eight, no less than 92.4% voted against. Proposal nine, no less than 85.3% voted against. Chair, that concludes the scrutineers' preliminary report on voting.
Thank you, Ms. Rocha. I now declare that the 14 director nominees named in the proxy circular have been duly elected. Ernst & Young LLP has been duly appointed as auditor. The resolution on the advisory vote on the approach to executive compensation has been passed. Resolutions on the first and second amendments to the 2000 Stock Incentive Plan have been passed. Shareholder proposals one through nine have been defeated. Final voting results will be made available shortly on td.com. TD would like to thank our shareholders for their support and valuable feedback as TD embarks on its next chapter. This concludes the formal business of the meeting. We will now move to more general questions or comments from shareholders. I anticipate that some of our shareholders or proxy holders may have questions.
I'd like again to remind to please keep your comments brief, limiting to two minutes so that all shareholders and proxy holders have an opportunity to participate. Again, I remind that questions should be of general interest and not of personal nature. For those of us in the room, as I mentioned earlier, a representative from TD Client Care is here today. Sarah Barrow is located at the back of the room and can assist with personal questions after the meeting concludes. If you're asking a question of a personal nature on the webcast, we'll defer your question and have one of our client care representatives get in touch with you after the meeting. We'll now proceed with the questions. I'll invite Ray to the podium to lead the Q&A of the meeting.
Thank you, John. I'm looking forward to this portion of the meeting when we have the opportunity to hear from you, our shareholders, and answer your questions. Before asking your question, can you please give your name, state whether you are a shareholder or a proxy holder? Let's begin with a question from the room. Thank you.
Yeah. Good morning, Raymond. One more time, I believe I have the same questions.
Sure
that was asked during the business of the meeting. My follow-up questions, I was listening to that lady's shareholder proposal. Our mission is More Human, and the proposal was regulating AI, and I'm a strong proponent of regulating AI. If we don't regulate AI, we will have lots of job losses. Sometimes we will have people serving us outside of Canada, which I, as a client, will not like, and I will switch my business to some other bank. That's my only way to stay with one bank or any other organization that I have stayed with. This is one piece. The second piece about post-AML regulatory oversight that the bank is undergoing right now, what impact has it made on TD operations in the U.S.?
Throughout 2025, how much segment, like what's the segment of those revenues that are coming to us come from U.S.? Had it slowed down, or has it kept the same pace? This is part one. Second, again, I commend the entire TD customer service because I have dealt with other banks too, and you guys rank number one right now in Canada. Thank you.
Thank you. Well, first and foremost, thank you for your comments. Thank you for the acknowledgment of all of our 100,000 colleagues at TD Bank. We pride ourselves in the service, and so thanks for that acknowledgment. On your first question, previously, on what percentage of our earnings comes from our U.S. retail business, it's approximately 20%. So about 20% of the total TD Bank earnings, quarterly, annually. Fluctuates obviously depending on the quarter, but you can take that as the percentage on that side. If I think about it, and I'll get back to your AI question in a second. From an AML perspective, as I said during my remarks, AML is the number one priority and the remediation of our AML for myself, certainly for the entire organization.
We have made tremendous progress, and it all starts with making sure that we are hiring the best of the best talent, not just from financial institutions, but from regulators, law enforcement agencies, technology companies. We are making substantial investments to upgrade and have upgraded our platforms to allow for detection, monitoring, escalation. You heard the culture changes we're making in our organization to have our colleagues more curious, more courageous, more accountable. All of that with the changes that we've made around the governance of our AML, and the focus of our leadership. We are on track with the milestones that we've committed, and do feel very pleased with where we are. Still more to do. This is a multi-year journey as we go on this process, and so we still need to go through validation, sustainability.
From a management action perspective, we are where we set out to be from a milestone. Now let me shift to your question on AI. As you heard in my speech, everyone, I do believe that AI is probably one of the most transformative technologies in our lifetime. It is really important with the pace of change and the capability of AI evolving at the rate it is that institutions like TD stay at the front end. We have been on this journey for well over almost a decade. I do think AI does three things. I try to simplify it so that everyone within our organization, but also our clients, what are we trying to achieve by leveraging artificial intelligence as we move forward? I think it's three things.
First and foremost, I do believe in the near and medium term, it will help every colleague at TD be more effective and be more efficient. Number two, I believe it will help speed up every single process, which drives better client experiences. You heard that our second strategic pillar is speed and simplification. Number three is that it will help make our products and services better. Right? We are managing our organization and leveraging AI to enable these three capabilities and functions. Yes, it's important that we understand the risks and we understand the implications that AI will bring, as you just commented on. It is front and center with us. We are proactively managing both the opportunities and the risks. Thank you for your question. See over there.
Hi, I'm Abid Raza, and I'm a shareholder. My question is about data. Where, which jurisdiction do TD keep for information on Canadian clients and shareholders? Obviously, I'm very concerned. We should be concerned under present environment. Thank you.
Thank you for your question. A really important question, certainly in today's day and age. Let me start by saying, protecting your data is one of the most highest responsibilities that we have as an organization, and we continue to invest to make sure your data is protected. Few things that I think are important, first and foremost, what do we do to protect your data? Number one, your data is encrypted, right? Regardless of the location of your data, what we make sure is your data is encrypted and that we control your data and no one else has access to your data outside of TD Bank. From a where is data located, most of our data now, as is with most institutions around the world, have moved to a cloud situation that allows for more flexibility, but more security.
The big important message that I want all of you to take away is your data is encrypted and that only TD has access to your data. I think that's the important thing as we go forward. Any other questions in the room? No. I don't see any other questions, so why don't we see if we can take questions from the webcast. Have any questions come in from the webcast, Tony?
We have received a question on the phone line from Jeff Carlson regarding the 2023 Stanford settlement and the 2024 AML issue. Mr. Carlson, please go ahead.
Yes. Hello. Good morning. Can you hear me?
Yes, go ahead, Mr. Carlson.
Mr. Chairman, thank you for taking my question. I am a proxy holder for my family's shares in TD Bank. Over the past few years, TD Bank has lacked ethical oversight of its operation and has at times acted criminally. As discussed in the 2025 annual report, this is evidenced in the $1.2 billion voluntary settlement related to the Stanford Ponzi scheme. That's from 2023, and more recently in the criminal conviction of TD Bank and a subsequent $3 billion fine in the money laundering scheme of 2024. In addition, the 2024 conviction resulted in a further $1 billion in remediation costs, and those are expected through the end of 2026. That's a total of over $5 billion of actual shareholder value destruction since 2023. Further, all of these activities have severely limited TD Bank's ability to grow, particularly in the U.S.
In fact, it was forced to shrink its U.S. operation as a consequence of the 2024 criminal case. These are very serious matters, and shareholders shouldn't be satisfied that the bank's recent share price gains are proof that its previous unethical and illegal behaviors have been resolved. My question is, what is the bank doing to prevent recurrence? Thank you.
Well, thank you for your very, very important question. As we've said in the past, and I've said very publicly, it's unacceptable where we found ourselves with our AML matter. Let me answer the question directly on what are we doing as we go forward to ensure that TD doesn't find ourselves in that position again. A few things that I do want to call out. I do want to recognize that as we refresh the board, one of the things that we did to look at the skills and capabilities was to make sure that we were bringing board members that had large financial institution experience, that had experience certainly in the subject matter expertise around compliance matters, governance matters. We've had about a 50% board turnover.
Second, we've established new committees within our board specific to monitor both the remediation of the AML issues, but also to ensure that there is focus around the compliance and all things from a regulatory perspective. We've set up internal senior leadership challenge committees and assigned individuals at very senior levels to have a leadership role in reviewing all regulatory matters and ensuring timely resolution of those matters. I would say the investment that we have made in hiring the best talent, and we've spared no resources over the past 18 months to bring in talent across our organization in the first line, second line, third line to ensure that we have not only the talent at the most senior levels, but talent all the way through the organization to ensure we're able to identify, escalate, and resolve issues on a go-forward basis.
Then I'll end with the significant, as you called it out, investments that we have made as an organization to modernize our platforms and our capabilities and our reporting. We've done a tremendous amount to ensure that as we go forward, that we don't find ourselves as an organization in the situation. It is, I appreciate you bringing the topic up. We take it incredibly seriously. I take it incredibly seriously. I'll end with what I said earlier. It is my number one priority. It is the bank's number one priority to not only ensure that we remediate our AML issue, but that we build a world-class platform that is the example for how you actually lead from an AML BSA compliance regulatory perspective. Any other questions or from the webcast?
There are no additional questions on the webcast.
I'll do one more round in the room to see if there are any other questions in the room. I see there are no further questions. Thank you to our shareholders, our proxy holders for your questions and comments, and I'll turn it back over to you, John.
Thank you, Ray. That concludes our meeting. On behalf of the bank, I'd like to thank you for participating in this meeting and for your ongoing commitment to TD. I wish you all the best for your families, and hope you stay safe and healthy. The meeting is now terminated. Thank you all. [Non-English content].
Thank you for attending the TD Bank Group annual meeting of shareholders. [Non-English content].