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, 2006

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

1. Report dated April 25, 2006, titled “Report of Voting Results pursuant to section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations (‘NI 51-102’)”
   
   




Item 1

 

VIA SEDAR

April 25, 2006

To:

 

Autorité des marchés financiers – Direction de l'encadrement des marchés de valeurs
Alberta Securities Commission
British Columbia Securities Commission
Manitoba Securities Commission
New Brunswick Securities Commission, Office of the Administrator of Securities – Department of Justice
Government of Newfoundland & Labrador – Department of Justice
Northwest Territories Securities Commission, Office of Registrar of Securities
N.W.T. – Department of Justice and Public Services
Nova Scotia Securities Commission (Registrar under the Securities Act) – Department of Attorney-General
Ontario Securities Commission
Prince Edward Island – Department of Justice – Corporation Division
The Saskatchewan Securities Commission
The Secretary - Toronto Stock Exchange – Market Services
Government of Yukon – Deputy Registrar of Securities
Nunavut Securities Registry

 
 
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 held on Friday, April 21, 2006, at 9:00 a.m., (Memphis Time) at The Peabody Memphis hotel, 149 Union Avenue, Memphis, Tennessee (U.S.A), (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:





Page 2
April 25, 2006

 

1. ELECTION OF DIRECTORS

A ballot was conducted in respect of the election of directors. Each of the 15 nominees proposed by management was elected as a director of the Company. The individual director results are set out below.

 

NOMINEE Votes For % Votes
For		 Votes       
Withheld         		% Votes
Withheld
Michael R. Armellino 394,335,209 99.9% 520,435         0.1%
A. Charles Baillie 387,077,948 98.0% 7,777,696         2.0%
Hugh J. Bolton 385,655,695 97.7% 9,199,949         2.3%
Purdy Crawford 385,691,538 97.7% 9,164,106         2.3%
J.V. Raymond Cyr 394,292,121 99.9% 563,523         0.1%
Amb. Gordon D. Giffin 384,882,644 97.5% 9,973,000         2.5%
James K. Gray 387,052,893 98.0% 7,802,751         2.0%
E. Hunter Harrison 393,942,027 99.8% 913,617         0.2%
Edith E. Holiday 386,770,220 98.0% 8,085,424         2.0%
V.M. Kempston Darkes 392,635,861 99.4% 2,219,783         0.6%
Robert H. Lee 393,573,510 99.7% 1,282,134         0.3%
Denis Losier 394,373,738 99.9% 481,906         0.1%
Hon. Edward. C. Lumley 386,654,742 97.9% 8,200,902         2.1%
David G.A. McLean 387,065,840 98.0% 7,789,804         2.0%
Robert Pace 387,072,840 98.0% 7,782,804         2.0%





Page 3
April 25, 2006


2. APPOINTMENT OF KPMG LLP AS THE CORPORATION’S AUDITORS

KPMG LLP were appointed to serve as our auditors until the next annual meeting of shareholders, by a majority of shareholders on a show of hands.

 

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 26, 2006 By: /s/ Cristina Circelli
     
      Name: Cristina Circelli
      Title: Deputy Corporate Secretary and
General Counsel