UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number 000-29716

 

 

CGI INC.

(Translation of registrant’s name into English)

 

 

1350 René-Lévesque Boulevard West

25th Floor

Montreal, Quebec

Canada H3G 1T4

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

☐ Form 20-F   ☒ Form 40-F

 

 
 

EXHIBIT INDEX

 

Exhibit Number    Description
99.1    Report on voting results at the Registrant’s annual general meeting of shareholders held on January 28, 2026.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    CGI INC.
    (Registrant)
Date: January 29, 2026     By:   /s/ Benoit Dubé
      Name:   Benoit Dubé
      Title:   Executive Vice-President,
        Legal and Economic Affairs, and
        Corporate Secretary

Exhibit 99.1

 

LOGO

CGI INC.

REPORT ON VOTING RESULTS

ANNUAL GENERAL MEETING OF SHAREHOLDERS

JANUARY 28, 2026

The Annual General Meeting of Shareholders of CGI Inc. (“CGI”) was held on Wednesday, January 28, 2026 at 11:00 a.m. via live webcast. 1,694 shareholders holding 135,316,374 Class A subordinate voting shares and 24,122,758 Class B shares (multiple voting) were present or represented by proxy at the meeting, representing approximately 86.71% of the total votes attached to all issued and outstanding shares as of the record date on December 1, 2025.

Election of directors

All 14 directors proposed for election at the Annual General Meeting of Shareholders were elected by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the election of directors were as follows:

 

     Votes
for		     Votes
withheld		  
     #      %     #      %  

François Boulanger

      372,283,032        99.52 %      1,788,770        0.48 % 

Sophie Brochu

      365,797,926        97.79 %      8,273,876        2.21 % 

George A. Cope

      367,617,832        98.27 %      6,453,970        1.73 % 

Jacynthe Côté

      367,848,626        98.34 %      6,223,176        1.66 % 

Julie Godin

      366,606,766        98.00 %      7,465,036        2.00 % 

Serge Godin

      357,343,587        95.53 %      16,728,215        4.47 % 

Gilles Labbé

      369,637,811        98.81 %      4,433,991        1.19 % 

Michael B. Pedersen

      363,781,598        97.25 %      10,290,204        2.75 % 

Stephen S. Poloz

      372,934,737        99.70 %      1,137,065        0.30 % 

Mary G. Powell

      367,833,569        98.33 %      6,238,233        1.67 % 

Alison C. Reed

      372,926,023        99.69 %      1,145,779        0.31 % 

George D. Schindler

      368,062,742        98.39 %      6,009,060        1.61 % 

Kathy N. Waller

      371,914,299        99.42 %      2,157,503        0.58 % 

Appointment of the auditor

The resolution to appoint PricewaterhouseCoopers LLP as CGI’s auditor to hold office until the next annual meeting of shareholders or until its successor is appointed, and to authorize the Audit and Risk Management Committee to fix its remuneration, was adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI for the appointment of the auditor were as follows:

 

     Votes
for		     Votes
withheld		  
     #      %     #      %  

Auditor

      374,225,336        99.38 %      2,318,305        0.62 % 

Shareholder proposals

Shareholder Proposal Number One was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number One were as follows:

 

     Votes
for		     Votes
against		  
     #      %     #      %  

Shareholder Proposal Number One

      5,942,407        1.59 %      368,129,391        98.41 % 

Shareholder Proposal Number Two was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Two were as follows:

 

     Votes
for		     Votes
against		  
     #      %     #      %  

Shareholder Proposal Number Two

      45,153,101        12.07 %      328,918,696        87.93 % 

 

- 2 -

Shareholder Proposal Number Three was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Three were as follows:

 

     Votes
for		     Votes
against		  
     #      %     #      %  

Shareholder Proposal Number Three

      5,771,644        1.54 %      368,300,152        98.46 % 

Shareholder Proposal Number Four was not adopted by shareholders on a vote by electronic ballot. The ballots cast and the proxies received by CGI in relation to Shareholder Proposal Number Four were as follows:

 

     Votes
for		     Votes
against		  
     #      %     #      %  

Shareholder Proposal Number Four

      69,627,228        18.61 %      304,444,568        81.39 % 

 

- 3 -