A Canadian National Railway locomotive heads into Montreal last April.


Christinne Muschi/Bloomberg News

Canadian National Railway Co.

CNI 0.72%

is close to naming a new CEO and a pair of board members, moves that will allow the railroad operator to avert a proxy fight, according to people familiar with the matter.

U.K.-based activist investor TCI Fund Management Ltd. will agree to drop its proxy contest at the Canadian railroad operator, which will add two directors as part of the deal, the people said. The company is also expected to name a new chief executive, after TCI and others pushed for the ouster of current CEO

Jean-Jacques Ruest.

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