CGI Group AGM: Directors Win 98% Support, Proposals Rejected as Q1 Revenue Rises 7.7%

CGI Group (NYSE:GIB) held its annual general meeting of shareholders with proceedings conducted in French and English and shareholders able to vote and submit questions through an online webcast platform. The company reminded participants that comments during the meeting could include forward-looking statements and referred shareholders to its continuous disclosure filings for risks and uncertainties.

Voting results and board matters

Executive Chair Julie Godin opened the formal meeting and reviewed the agenda, which included presentation of fiscal 2025 results, election of directors, appointment of the auditor, and shareholder proposals. The company noted that only shareholders of record as of December 1, 2025, and duly appointed proxy holders were entitled to vote.

Godin also said director Frank Witter decided not to stand for re-election. She thanked Witter for his five years of service on the board and as a member of the Audit and Risk Management Committee.

The board nominated 13 directors for election:

• François Boulanger
• Sophie Brochu
• George Cope
• Jacinthe Coutu
• Serge Godin
• Gilles Labbé
• Michael Pedersen
• Stephen Poloz
• Mary Powell
• Alison Reed
• George Schindler
• Kathy Waller
• Julie Godin

Scrutineers reported preliminary voting results indicating the director nominees were elected with an average of 98.4% support. PricewaterhouseCoopers was reappointed as auditor with 99.4% support, with the Audit and Risk Management Committee authorized to fix the auditor’s compensation. The company said a report on final vote results would be available on SEDAR+ and that final director election results would be published in a press release.

Shareholder proposals rejected

A representative of shareholder group MÉDAC, Willie Gagnon, presented four proposals and urged shareholders to support them. He described proposals related to disclosure around AGM participation levels (including a breakdown of institutional versus individual shareholder participation), disclosure of voting results by share category (including for remuneration votes), additional detail regarding CGI practices in view of tensions with the United States, and holding the AGM in a live, in-person format alongside virtual access (a hybrid meeting).

Julie Godin said the board recommended voting against all four motions. Scrutineers reported the proposals were not approved, with an average of 91.5% of votes cast against them.

First-quarter fiscal 2026 results and capital allocation

After the formal meeting closed, executives discussed financial and operating updates. Chief Financial Officer Steve Perron said the company announced results for the first quarter of fiscal 2026 earlier that morning, reporting revenue of $4.1 billion, up 7.7% year-over-year, or 3.4% excluding foreign exchange impacts. Bookings were $4.5 billion, representing a book-to-bill ratio of 110%, and backlog was $31.3 billion, which he said equaled 1.9 times revenue.

Perron reported earnings before income taxes of $600 million for a margin of 14.7% of revenue. Adjusted EBIT was CAD 655 million, up 7.1% year-over-year, for a margin of 16.1%. Net earnings were CAD 442 million and diluted EPS was CAD 2.03, up 5.7%. On an adjusted basis, net earnings were CAD 461 million, margin 11.3%, and diluted EPS was CAD 2.12, up 7.6% from the prior year period.

Operating cash flow was CAD 872 million, or 21.4% of revenue, and on a trailing 12-month basis operating cash flow represented 15.2% of revenue. Perron said cash was used to invest $87 million into the business (including AI investments), $106 million for business acquisition, and to return $614 million to shareholders through share buybacks and dividends.

Perron also said the board approved the renewal of the company’s normal course issuer bid through February 2027, authorizing the purchase for cancellation of up to 19 million shares over the next 12 months. The board also approved a quarterly cash dividend of $0.17 per share, payable March 20, 2026, to shareholders of record as of February 18, 2026.

Strategy, culture, and management’s outlook themes

Founder and Co-Chair Serge Godin highlighted 2026 as CGI’s 50th anniversary, describing the company’s origins in 1976 and its emphasis on culture and employee ownership. He said 88% of CGI consultants and professionals are shareholders, collectively holding over 8% of CGI shares, representing CAD 2.1 billion, which he described as the company’s second largest shareholder group.

President and CEO François Boulanger reviewed fiscal 2025 performance, citing revenue growth of 8.4% (4.6% at constant currency), an adjusted EBIT margin of 16.4%, and adjusted EPS growth of 8.9%. He said bookings were $17.6 billion, up $1.5 billion year-over-year, and cash from operations was $2.2 billion, or 14% of revenue. Boulanger said CGI invested over $3.7 billion of capital in fiscal 2025, including $1.8 billion in acquisitions and $1.4 billion returned to shareholders via buybacks and dividends.

Boulanger described what he called four complementary “streams” in CGI’s “Building What’s Next” approach: systems integration and consulting (including services related to intellectual property), managed services (including IP solutions), accretive acquisitions, and share buybacks and dividends. He also said CGI is integrating advanced AI across its services and internal operations with a focus on measurable return on investment.

Executive Chair Julie Godin emphasized CGI’s “proximity model,” including operating in “metro markets,” and discussed diversification by sector and offerings as elements of resilience. She also highlighted a “continuous learning mindset” informed by more than 1,800 client conversations annually, and reiterated the company’s cultural values and “managing for excellence” discipline.

Q&A: management discusses share price and market conditions

In the Q&A session, one shareholder asked why the stock price had not improved. Serge Godin responded that, in his view, the decline was not related to CGI’s fundamentals but to broader market dynamics, including shifting sentiment following AI-related hype and uncertainty about consulting and IT services. He said new technology innovations historically have helped CGI by improving productivity for clients.

Godin also discussed the company’s mix of recurring revenue and how managed services can be countercyclical relative to systems integration during tougher economic conditions. He cited examples of flat GDP growth in parts of Europe and said clients may reduce investments in new systems during slower periods while increasing interest in managed services for cost optimization and modernization. He added that CGI has historically grown more rapidly during periods of uncertainty and said the company has been able to pursue acquisitions on more favorable terms in weaker markets.

The meeting concluded with no additional shareholder questions.

About CGI Group (NYSE:GIB)

CGI Group Inc is a global information technology and business consulting firm that delivers a broad range of services including IT consulting, systems integration, application development and maintenance, infrastructure and network services, managed IT and business process outsourcing. The company works with clients to design, build and operate IT systems and business solutions, with capabilities spanning cloud and hybrid IT environments, cybersecurity, data analytics and artificial intelligence, digital transformation and enterprise resource planning implementations.

Founded in 1976 in Quebec by Serge Godin and André Imbeau, CGI has grown from a regional systems integrator into a multinational professional services organization.