Exhibit 99.2
MAGNA INTERNATIONAL INC.
REPORT OF VOTING RESULTS
FOR THE ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS HELD ON MAY 8, 2025
In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the following sets out the matters voted on at the annual and special meeting of shareholders of Magna International Inc. (the "Company") held on Thursday, May 8, 2025. Each of the matters is described in greater detail in the Company's Notice of 2025 Annual and Special Meeting of Shareholders and Management Information Circular/Proxy Statement dated March 27, 2025. A total of 221,621,186 Common Shares, or 78.66% of the Company’s issued and outstanding Common Shares, were represented in person or by proxy at the meeting. The manner in which the votes and proxies received, as applicable, were cast in respect of each matter is set out below.
1. | Election of Directors |
The following resolutions were passed, and the Company’s 13 nominees were elected as directors of the Company by the holders of Common Shares.
Resolution | Votes For | Votes Withheld/Against | ||
# | % | # | % | |
Elect Mary S. Chan as Director | 209,018,939 | 98.05% | 4,159,027 | 1.95% |
Elect Hon. V. Peter Harder as Director | 210,120,081 | 98.56% | 3,059,219 | 1.44% |
Elect Jan R. Hauser as Director | 212,077,567 | 99.48% | 1,101,734 | 0.52% |
Elect Seetarama S. Kotagiri (CEO) as Director | 212,174,381 | 99.53% | 1,004,920 | 0.47% |
Elect Jay K. Kunkel as Director | 212,169,825 | 99.53% | 1,009,477 | 0.47% |
Elect Robert F. MacLellan as Director | 211,303,211 | 99.12% | 1,876,060 | 0.88% |
Elect Mary Lou Maher as Director | 212,257,273 | 99.57% | 921,998 | 0.43% |
Elect William A. Ruh as Director | 188,240,636 | 88.30% | 24,938,565 | 11.70% |
Elect Dr. Indira V. Samarasekera as Director | 182,460,897 | 85.59% | 30,717,994 | 14.41% |
Elect Peter Sklar as Director | 212,893,103 | 99.87% | 285,712 | 0.13% |
Elect Matthew Tsien as Director | 188,302,364 | 88.33% | 24,876,868 | 11.67% |
Elect Dr. Thomas Weber as Director | 211,089,923 | 99.02% | 2,089,179 | 0.98% |
Elect Lisa S. Westlake as Director | 188,290,938 | 88.33% | 24,884,919 | 11.67% |
2. | Appointment of Auditor |
A resolution was passed by holders of Common Shares to reappoint Deloitte as independent auditor of the Company and to authorize the Audit Committee to fix the independent auditor’s renumeration.
Resolution | Votes For | Votes Withheld/Against | ||
# | % | # | % | |
Re-Appointment of Deloitte LLP as Auditor | 219,528,061 | 99.06% | 2,090,531 | 0.94% |
3. | Approval of 2025 Incentive Stock Option Plan |
A resolution was passed by holders of Common Shares to ratify and approve the 2025 Stock Option Plan, a copy of which was appended to the Company’s Management Information Circular/Proxy Statement dated March 27, 2025; and to ratify and approve the 2025 Option Grant, including the 2025 Insider Grant, as further described in the Company’s Management Information Circular/Proxy Statement dated March 27, 2025.
Resolution | Votes For | Votes Withheld/Against | ||
# | % | # | % | |
Ratification of 2025 Stock Option Plan | 203,483,387 | 95.45% | 9,692,621 | 4.55% |
4. | Say on Pay |
A resolution was passed by holder of Common Shares to accept the approach to executive compensation disclosed in the Company’s Management Information Circular/Proxy Statement dated March 27, 2025.
Resolution | Votes For | Votes Withheld/Against | ||
# | % | # | % | |
Advisory Resolution on Executive Compensation | 173,620,127 | 81.44% | 39,555,176 | 18.56% |