TORONTO, March 4,
2025 /CNW/ - TD Bank Group ("TD" or the "Bank") today
announced that it has filed its notice of annual meeting of common
shareholders and management proxy circular ("Circular") with
securities regulators. The document is also available online at
https://www.td.com/ca/en/about-td/for-investors/investor-relations/annual-meetings.
The Circular contains information for shareholders regarding
TD's annual meeting, including how shareholders can participate at
the meeting and exercise their voting rights on the election of
TD's refreshed Board of Directors, the appointment of TD's auditor,
and shareholder proposals. Information regarding an advisory vote
by shareholders on TD's approach to executive compensation is also
disclosed in the Circular. The meeting is scheduled to be held in
person on April 10, 2025, at
9:30 a.m. EDT at the Design Exchange
in Toronto and via a live
simultaneous webcast. Meeting details can be found here:
https://www.td.com/ca/en/about-td/for-investors/investor-relations/annual-meetings.
This year, the Bank is using notice-and-access to deliver the
Circular to its shareholders. These documents can be found online
at
https://www.td.com/ca/en/about-td/for-investors/investor-relations/annual-meetings,
the website of our transfer agent at
www.meetingdocuments.com/tsxt/td/, and on SEDAR+ and EDGAR.
Shareholders may also request a paper copy of these documents as
indicated in the notice of availability of meeting materials, which
are being mailed to common shareholders, and in the Circular.
The Bank reminds shareholders that they can, and are encouraged
to, vote their shares in advance of the meeting using the various
methods available, including online or telephone voting.
Instructions are included in the Circular, which shareholders are
encouraged to read carefully.
"We encourage shareholders to read the Circular to learn more
about the significant actions TD has taken to deliver
accountability and strengthen oversight, remediate our U.S. AML
program and bring experienced new leaders to the Board,"
said Alan MacGibbon, Chair of the Board, TD Bank Group. "Under
the leadership of our new CEO, Raymond
Chun, TD is moving decisively to drive change, build for the
future, earn the ongoing confidence of our shareholders and deliver
long-term value."
New Director Nominee
As highlighted in the Circular, Ana
Arsov will stand for election at the meeting as a new
director nominee. Ms. Arsov joins the other highly qualified
leaders with experience in global banking, governance, risk
management, and regulatory compliance. Ms. Arsov is the former
Global Co-Head of Financial Institutions and Global Head of Private
Credit at Moody's Ratings, the credit rating business of Moody's
Corporation, where she led the oversight and management of ratings
and research for rated financial institutions and initiated and led
the analytical oversight of the private markets. As part of her
role at Moody's, Ms. Arsov also assessed environmental, social and
governance risks within the banking sector.
"We are pleased that Ana has agreed to join the Board. TD will
benefit from her experience and deep understanding of the banking
and financial services industry, including strategic planning, risk
management, and regulatory matters," said Mr. MacGibbon. "With the
announcement of five new directors joining the Board this year, TD
is delivering important renewal and adding new skills and
perspectives to the Board to oversee the next chapter in TD's
successful journey."
Shareholder Questions and Voting Assistance
Shareholders who have questions relating to the meeting or
require assistance with voting their shares, may contact TD's proxy
solicitation agent, Laurel Hill Advisory Group, at:
North American Toll Free: 1-877-452-7184 (+1 416-304-0211
for shareholders outside North
America)
By Email: assistance@laurelhill.com
Caution Regarding Forward-Looking Information
From time to time, the Bank (as defined in this document) makes
written and/or oral forward-looking statements, including in this
document, in other filings with Canadian regulators or the United States (U.S.) Securities and
Exchange Commission (SEC), and in other communications. In
addition, representatives of the Bank may make forward-looking
statements orally to analysts, investors, the media, and others.
All such statements are made pursuant to the "safe harbour"
provisions of, and are intended to be forward-looking statements
under, applicable Canadian and U.S. securities legislation,
including the U.S. Private Securities Litigation Reform Act of
1995. Forward-looking statements include, but are not limited to,
statements made in this document, the Management's Discussion and
Analysis ("2024 MD&A") in the Bank's 2024 Annual Report under
the heading "Economic Summary and Outlook", under the headings "Key
Priorities for 2025" and "Operating Environment and Outlook" for
the Canadian Personal and Commercial Banking, U.S. Retail, Wealth
Management and Insurance, and Wholesale Banking segments, and under
the heading "2024 Accomplishments and Focus for 2025" for the
Corporate segment, and in other statements regarding the Bank's
objectives and priorities for 2025 and beyond and strategies to
achieve them, the regulatory environment in which the Bank
operates, and the Bank's anticipated financial performance.
Forward-looking statements are typically identified by words
such as "will", "would", "should", "believe", "expect",
"anticipate", "intend", "estimate", "forecast", "outlook", "plan",
"goal", "target", "possible", "potential", "predict", "project",
"may", and "could" and similar expressions or variations thereof,
or the negative thereof, but these terms are not the exclusive
means of identifying such statements. By their very nature, these
forward-looking statements require the Bank to make assumptions and
are subject to inherent risks and uncertainties, general and
specific. Especially in light of the uncertainty related to the
physical, financial, economic, political, and regulatory
environments, such risks and uncertainties – many of which are
beyond the Bank's control and the effects of which can be difficult
to predict – may cause actual results to differ materially from the
expectations expressed in the forward-looking statements.
Risk factors that could cause, individually or in the aggregate,
such differences include: strategic, credit, market (including
equity, commodity, foreign exchange, interest rate, and credit
spreads), operational (including technology, cyber security,
process, systems, data, third-party, fraud,
infrastructure, insider and conduct), model, insurance, liquidity,
capital adequacy, legal and regulatory compliance (including
financial crime), reputational, environmental and social, and other
risks. Examples of such risk factors include general business and
economic conditions in the regions in which the Bank operates
(including the economic, financial, and other impacts of
pandemics); geopolitical risk (including the potential impact of
new or elevated tariffs); inflation, interest rates and recession
uncertainty; regulatory oversight and compliance risk; risks
associated with the Bank's ability to satisfy the terms of the
global resolution of the investigations into the Bank's U.S. Bank
Secrecy Act (BSA)/anti-money laundering (AML) program; the impact
of the global resolution of the investigations into the Bank's U.S.
BSA/AML program on the Bank's businesses, operations, financial
condition, and reputation; the ability of the Bank to execute on
long-term strategies, shorter-term key strategic priorities,
including the successful completion of acquisitions and
dispositions and integration of acquisitions, the ability of the
Bank to achieve its financial or strategic objectives with respect
to its investments, business retention plans, and other strategic
plans; technology and cyber security risk (including cyber-attacks,
data security breaches or technology failures) on the Bank's
technologies, systems and networks, those of the Bank's customers
(including their own devices), and third parties providing services
to the Bank; data risk; model risk; fraud activity;
insider risk; conduct risk; the failure of third parties to comply
with their obligations to the Bank or its affiliates, including
relating to the care and control of information, and other risks
arising from the Bank's use of third-parties; the impact of new and
changes to, or application of, current laws, rules and regulations,
including without limitation consumer protection laws and
regulations, tax laws, capital guidelines and liquidity regulatory
guidance; increased competition from incumbents and new entrants
(including Fintechs and big technology competitors); shifts in
consumer attitudes and disruptive technology; environmental and
social risk (including climate-related risk); exposure related to
litigation and regulatory matters; ability of the Bank to attract,
develop, and retain key talent; changes in foreign exchange rates,
interest rates, credit spreads and equity prices; downgrade,
suspension or withdrawal of ratings assigned by any rating agency,
the value and market price of the Bank's common shares and other
securities may be impacted by market conditions and other factors;
the interconnectivity of financial institutions including existing
and potential international debt crises; increased funding costs
and market volatility due to market illiquidity and competition for
funding; critical accounting estimates and changes to accounting
standards, policies, and methods used by the Bank; and the
occurrence of natural and unnatural catastrophic events and claims
resulting from such events.
The Bank cautions that the preceding list is not exhaustive of
all possible risk factors and other factors could also adversely
affect the Bank's results. For more detailed information, please
refer to the "Risk Factors and Management" section of the 2024
MD&A, as may be updated in subsequently filed quarterly reports
to shareholders and news releases (as applicable) related to any
events or transactions discussed under the headings "Significant
Events", "Significant and Subsequent Events" or "Update on U.S.
Bank Secrecy Act (BSA)/Anti-Money Laundering (AML) Program
Remediation and Enterprise AML Program Improvement Activities" in
the relevant MD&A, which applicable releases may be found on
www.td.com.
All such factors, as well as other uncertainties and potential
events, and the inherent uncertainty of forward-looking statements,
should be considered carefully when making decisions with respect
to the Bank. The Bank cautions readers not to place undue reliance
on the Bank's forward-looking statements. Material economic
assumptions underlying the forward-looking statements contained in
this document are set out in the 2024 MD&A under the headings
"Economic Summary and Outlook" and "Significant Events", under the
headings "Key Priorities for 2025" and "Operating Environment and
Outlook" for the Canadian Personal and Commercial Banking, U.S.
Retail, Wealth Management and Insurance, and Wholesale Banking
segments, and under the heading "2024 Accomplishments and Focus for
2025" for the Corporate segment, each as may be updated in
subsequently filed quarterly reports to shareholders and news
releases (as applicable).
Any forward-looking statements contained in this document
represent the views of management only as of the date hereof and
are presented for the purpose of assisting the Bank's shareholders
and analysts in understanding the Bank's financial position,
objectives and priorities and anticipated financial performance as
at and for the periods ended on the dates presented, and may not be
appropriate for other purposes. The Bank does not undertake to
update any forward-looking statements, whether written or oral,
that may be made from time to time by or on its behalf, except as
required under applicable securities legislation.
About TD Bank Group
The Toronto-Dominion Bank and its subsidiaries are collectively
known as TD Bank Group ("TD" or the "Bank"). TD is the sixth
largest bank in North America by
assets and serves over 27.9 million customers in four key
businesses operating in a number of locations in financial centres
around the globe: Canadian Personal and Commercial Banking,
including TD Canada Trust and TD Auto Finance Canada; U.S. Retail,
including TD Bank, America's Most Convenient Bank®, TD Auto Finance
U.S., and TD Wealth (U.S.); Wealth Management and Insurance,
including TD Wealth (Canada), TD
Direct Investing, and TD Insurance; and Wholesale Banking,
including TD Securities and TD Cowen. TD also ranks among the
world's leading online financial services firms, with more than 17
million active online and mobile customers. TD had $2.09 trillion in assets on January 31, 2025. The Toronto-Dominion Bank
trades under the symbol "TD" on the Toronto and New York Stock Exchanges.
SOURCE TD Bank Group
