FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Report of Foreign Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
For the month of April, 2008
 
Commission File Number: 001-02413
 
Canadian National Railway Company
(Translation of registrant’s name into English)
 
935 de la Gauchetiere Street West
Montreal, Quebec
Canada H3B 2M9
(Address of principal executive offices)
 
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    X  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
 
Yes           No    X  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 
Yes           No    X  

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
 
Yes           No    X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
 
 
Canadian National Railway Company

Table of Contents
 
Item
 
Item 1
   
Report of Voting Results pursuant to section 11.3 of National Instrument 51-102  – Continuous Disclosure Obligations ("NI 51-102")
 
 
 
 
 
Item 1
 

      Sean Finn    
Senior Vice-President Public Affairs,
Chief Legal Officer and Corporate
Secretary
  
Premier vice-président Affaires
publiques, chef de la direction
des Affaires juridiques
et secrétaire général
   
935 de La Gauchetière Street West
Montreal, Quebec H3B 2M9
Canada
  
935, rue de La Gauchetière Ouest
Montréal (Québec) H3B 2M9
Canada
T 514-399-7091
F 514-399-4854
  
T   514-399-7091
Tc 514-399-4854
 
VIA SEDAR


 
April 28, 2008
 
To:
Autorité des marchés financiers
Alberta Securities Commission
British Columbia Securities Commission
Manitoba Securities Commission
Securities Commission, New Brunswick
Securities Commission of Newfoundland & Labrador
Department of Justice, Northwest Territories
Nova Scotia Securities Commission
Ontario Securities Commission
Registrar of Securities, Prince Edward Island
Saskatchewan Financial Services Commission
Registrar of Securities, Yukon
Department of Justice, Nunavut
 
RE:
Canadian National Railway Company
  
  Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 –  
  Continuous Disclosure Obligations ("NI 51-102")  
 
Following the Annual Meeting of Shareholders of Canadian National Railway Company (the “Company”) held on Tuesday, April 22, 2008, at 10:00 a.m., (Central Time) at The Peninsula Hotel, 108 East Superior Street, Chicago, Illinois, (the “Meeting”), and in accordance with section 11.3 of NI 51-102 – Continuous Disclosure Obligations, we hereby advise you of the following voting results obtained at the Meeting.

1. Election of Directors

A ballot was conducted with respect to the election of directors.  The 14 nominees proposed by management were elected as directors.  According to proxies received and ballots cast, each of the following 14 individuals were elected as directors of the Company until the next annual shareholder meeting or until such person’s successor is elected or appointed, with the following results:
 
 
Page 2
April 28, 2008
 
 
NAME OF NOMINEE
VOTES FOR
%
VOTES WITHHELD
%
 
Michael R. Armellino
A. Charles Baillie
Hugh J. Bolton
J.V. Raymond Cyr
Amb. Gordon D. Giffin
James K. Gray
E. Hunter Harrison
Edith E. Holiday
V. Maureen Kempston Darkes
Robert H. Lee
Denis Losier
The Hon. Edward C. Lumley
David G.A. McLean
Robert Pace
 
346,775,701
347,131,729
341,276,891
346,653,331
343,731,598
346,708,715
346,586,098
345,745,334
342,270,047
347,164,212
346,738,919
346,727,896
346,659,472
346,622,555
 
 
99.73
99.84
98.16
99.70
98.86
99.72
99.68
99.44
98.44
99.85
99.73
99.72
99.70
99.69
 
   921,712
   565,684
6,403,522
1,044,082
3,965,815
   988,698
1,110,154
1,952,112
5,410,399
   533,234
   954,527
   969,550
1,037,800
1,074,717
 
0.27
0.16
1.84
0.30
1.14
0.28
0.32
0.56
1.56
0.15
0.27
0.28
0.30
0.31
 
2. Appointment of Auditors
 
KPMG LLP were appointed as the Company’s auditors until the next annual meeting of shareholders, by a majority of the shareholders on a show of hands.  The percentage of common shares with proxies received “FOR” the appointment of the auditors was 99.70% of the common shares represented.
 
3. Shareholder Proposal
 
A ballot was conducted with respect to Shareholder Proposal to the effect that CN immediately release to shareholders the complete findings of all environmental studies CN has commissioned relating to its discontinued Algonquin Park line, and to report to shareholders as to how CN will deal with the environmental concerns, including timelines for remediation.  According to the proxies received and ballots cast, the proposal was defeated with the following results:
 
Votes Against — 303,403,366 (89.95%)
 
Votes For — 33,913,980 (10.05%)
 

Page 3
April 28, 2008
 
 
Yours truly,

 
/s/ Sean Finn
Senior Vice-President Public Affairs,
Chief Legal Officer and Corporate Secretary
 
 
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.
 
    Canadian National Railway Company  
           
Date: April 29, 2008  By: /s/ Cristina Circelli  
      Name:  Cristina Circelli  
      Title:  Deputy Corporate Secretary and
 General Counsel