Item 5.07 Submission of Matters to a Vote of Security Holders.

On December 10, 2019, Kinder Morgan Canada Limited (the "Company") held a special meeting of the holders of the Company's Restricted Voting Shares and Special Voting Shares (collectively, the "Voting Shareholders"). At the special meeting (the "Voting Shareholders' Meeting"), the Voting Shareholders were asked to vote on the following resolution identified in the Company's definitive proxy statement dated November 14, 2019:



•      a special resolution of the Voting Shareholders (the "Arrangement
       Resolution") to approve a plan of arrangement (the "Arrangement") under
       Section 193 of the Business Corporations Act (Alberta) (the "ABCA")
       involving, among others, the Company, Pembina Pipeline Corporation
       ("Pembina"), the Voting Shareholders and the holders (the "Preferred
       Shareholders") of the Company's cumulative redeemable minimum rate reset
       preferred shares, series 1 and 3 (collectively, the "Preferred Shares"),
       whereby, among other things, Pembina will acquire all of the issued and
       outstanding Restricted Voting Shares and Special Voting Shares
       (collectively, the "Voting Shares"), as more particularly described in the
       proxy statement.


Also on December 10, 2019, the Company held a special meeting of the Preferred Shareholders. At the special meeting (the "Preferred Shareholders' Meeting"), the Preferred Shareholders were asked to vote on the following resolution identified in the Company's definitive proxy statement dated November 14, 2019:



•      a special resolution of Preferred Shareholders (the "Preferred Shareholder
       Resolution") to approve the Arrangement under Section 193 of the ABCA
       involving, among others, the Company, Pembina, the Preferred Shareholders
       and the Voting Shareholders, whereby, among other things, Pembina will, in
       addition to acquiring all of the Voting Shares, exchange all of the issued
       and outstanding Preferred Shares for new preferred shares of Pembina, as
       more particularly described in the proxy statement.


As of the close of business on October 23, 2019, the record date for both meetings, there were 116,298,813 Voting Shares issued and outstanding and entitled to vote at the Voting Shareholders' Meeting and 22,000,000 Preferred Shares issued and outstanding and entitled to vote at the Preferred Shareholders' Meeting. Voting Shareholders representing 88.00% of the votes entitled to be cast at the Voting Shareholders' Meeting were present in person or represented by proxy at the Voting Shareholders' Meeting, and Preferred Shareholders representing 47.32% of the votes entitled to be cast at the Preferred Shareholders' Meeting were present in person or represented by proxy at the Preferred Shareholders' Meeting. Each of the Arrangement Resolution and the Preferred Shareholder Resolution was approved by the requisite vote of shareholders. The tables below detail the voting results for each resolution:



The Arrangement Resolution
 Votes For    Votes Against   Votes Abstained   Non Vote
102,323,571          14,048                 0          0


The Arrangement Resolution was approved by 99.99% of the votes cast by Voting Shareholders, voting together as a single class, and 99.93% of the votes cast by holders of Restricted Voting Shares.




                                       2

--------------------------------------------------------------------------------

The Preferred Shareholder Resolution Votes For Votes Against Votes Abstained Non Vote 7,948,897 2,461,494

                 0          0



The Preferred Shareholder Resolution was approved by 76.36% of votes cast by Preferred Shareholders.




Item 8.01  Other Events.

Also on December 10, 2019, the Court of Queen's Bench of Alberta granted the final order approving the Arrangement. On December 10, 2019, the Company issued a press release announcing the results of the Voting Shareholders' Meeting and of the Preferred Shareholders' Meeting and the Company's receipt of the final order from the Court of Queen's Bench of Alberta. The press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.



(d)     Exhibits  The exhibit set forth below is being furnished pursuant to Item
       4.01.



Exhibit
Number                      Description

  99.1     Press Release, dated as of December 10, 2019.





                                       3

--------------------------------------------------------------------------------






                               S I G N A T U R E

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 hereunto duly authorized.

KINDER MORGAN CANADA LIMITED




Dated: December 12, 2019       By: /s/ Dax A. Sanders
                                   Dax A. Sanders
                                   Chief Financial Officer





                                       4

© Edgar Online, source Glimpses