**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

**FORM 40-F**

[] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 

         OR 

[**X**] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the fiscal year ended     December 31, 2016        

Commission File Number: 001-32562

**                                                          STANTECINC.                                                         **

(Exact name of Registrant asspecified in its charter) 

 

                                                                                                                                                 

(Translation of Registrant’s name into English (if applicable)) 

                                                                  Canada                                                                   

(Province or other jurisdiction of incorporation or organization) 

                                                                    8711                                                                     

(Primary Standard Industrial Classification Code Number (if applicable)) 

                                                                     N/A                                                                      

(I.R.S. Employer Identification Number (if applicable)) 

                          10160 – 112 Street, Edmonton, Alberta, Canada T5K 2L6                           

(Address and telephone number of Registrant’s principal executive offices) 

    Stantec Consulting Services Inc., 19 Technology Drive, Irvine, CA 92618-2334 (949)923-6000 

(Name, address (including zip code) and telephone number (including area code)of agent for service in the United States) 

Securities registered or to be registered pursuant to Section 12(b) of the Act. 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act. 

                                                                   None.                                                                    

            (Title of Class) 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. 

                                                                   None.                                                                    

            (Title of Class) 

For annual reports, indicate by check mark the information filed with this Form: 

[Ö] Annual information form    [Ö]Audited annual financial statements 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of theclose of the period covered by the annual report. 

As of December 31, 2016 – 114,081,229 Common Sharesoutstanding. 

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information tothe Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant inconnection with such Rule. 

Yes []  No[Ö] 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during thepreceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. 

Yes [Ö]  No [] 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File requiredto be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). 

Yes []  No [] 

 
Page 2 of 6 

**DISCLOSURE CONTROLS AND PROCEDURES**

The disclosure provided under “Controls and Procedures” on page M-78 of Exhibit 2, Management’sDiscussion and Analysis, is incorporated by reference herein. 

**MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIALREPORTING**

The disclosure provided under “Management Report” on page F-1 of Exhibit 3, 2016 AuditedConsolidated Financial Statements, is incorporated by reference herein. 

**AUDITOR ATTESTATION**

The disclosure provided under “Independent Auditors’ Report on Internal Control Over Financial Reporting” on pageF-3 of Exhibit 3, 2016 Audited Consolidated Financial Statements, is incorporated by reference herein. 

**CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING**

The disclosure provided under “Controls and Procedures” on page M-78 of Exhibit 2, Management’sDiscussion and Analysis, is incorporated by reference herein. 

**IDENTIFICATION OF THE AUDIT COMMITTEE**

On December 31, 2016, Stantec’s audit and risk committee was made up of the following four members: Ivor M. Ruste (Chair), Douglas K. Ammerman,Anthony P. Franceschini, and Donald J. Lowry. 

**AUDIT COMMITTEE FINANCIAL EXPERT**

Stantec’s Board of Directors has determined that it has two audit committee financial experts serving on its audit and risk committee. Ivor M. Ruste, andDouglas K. Ammerman are each an audit committee financial expert (as such term is defined in the rules and regulations of the Securities Exchange Commission) and are independent, as that term is defined by the New York Stock Exchange’scorporate governance standards applicable to Stantec. The Securities and Exchange Commission has indicated that the designation of a person as an audit committee financial expert does not impose on such person any duties, obligations or liabilitythat are greater than those imposed on such person as a member of the audit committee and the Board of Directors in the absence of such designation and does not affect the duties, obligations or liability of any other member of the audit committeeor Board of Directors. 

**CODE OF ETHICS**

Stantec has adopted a code of ethics, entitled the Stantec Code of Ethics (the “Code”). The Code applies to all directors, officers and employees ofStantec, including Stantec’s principal executive officer, principal financial officer and principal accounting officer. Stantec requires that all officers and employees annually certify that they have read and understand the Code. The Code isreviewed at least annually to ensure that it complies with all legal requirements and is in alignment with best practices. In the event that amendments are needed, recommendations are made to the corporate governance and compensation committee andthe Board of Directors for approval. The Code is available on Stantec’s website (www.stantec.com) under the “Learn About Us – Corporate Governance” section and included as Exhibit 9 hereto. 

The Board of Directors believes that providing a forum for employees and officers to raise concerns about ethical conduct and treating all complaints with theappropriate level of seriousness foster a culture of ethical conduct within Stantec. Stantec’s Integrity Policy sets out our procedures for reporting and investigating observations or concerns raised by employees or officers of the company. TheIntegrity Policy is available at www.stantec.com. Stantec monitors compliance with its code through its external integrity hotline. The external integrity hotline allows officers or employees 

 
Page 3 of 6 

to report concerns regarding breaches of our code in writing, over the telephone, by mail or by email. All complaints are treated as confidential, and requests to maintain anonymity are respectedto the extent possible. The integrity hotline is managed by an independent third party. 

Copies of all complaints are reviewed by the chair of the Auditand Risk Committee upon receipt. A quarterly report is presented to the Audit and Risk Committee summarizing the status of any active investigations of complaints and the resolution of all complaints made through the integrity hotline. 

The Board of Directors believes that its effectiveness is furthered when directors exercise independent judgment in considering transactions and agreements.As such, if at any Board of Directors’ meeting a director or executive officer has a material interest in a matter being considered, such director or officer would not be present for discussions relating to the matter and would not participatein any vote on the matter. 

**PRINCIPAL ACCOUNTANT FEES AND SERVICES**

The disclosure provided under “External Auditor Service Fees” on page 23 of Exhibit 1, Annual Information Form, is incorporated by reference herein.

**AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES**

The disclosure provided under “Preapproval Policy” on page 22 of Exhibit 1, Annual Information Form, is incorporated by reference herein. Noaudit-related fees, tax fees or other fees were approved by the Audit and Risk Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

**OFF-BALANCE SHEET ARRANGEMENTS**

The disclosure provided under “Off-Balance Sheet Arrangements” on pageM-55 of Exhibit 2, Management’s Discussion and Analysis, is incorporated by reference herein. 

**CONTRACTUAL OBLIGATIONS**

The disclosureprovided under “Contractual Obligations” on page M-54 and M-55 of Exhibit 2, Management’s Discussion and Analysis, is incorporated by reference herein.

**CORPORATE GOVERNANCE**

The disclosureprovided under “NYSE Corporate Governance Disclosure” on page 25 of Exhibit 1, Annual Information Form, is incorporated by reference herein. 

**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS**

 
**A.****Undertaking**
Stantec undertakes to make available, in person or by telephone, representatives to respondto inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F, the securities inrelation to which the obligation to file an annual report on Form 40-F arises, or transactions in said securities. 

 
Page 4 of 6 

**B.****Consent to Service of Process**
Stantec has previously filed with the Commission a Form F-X in connection with the Common Shares. 

**SIGNATURES**

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized. 

 

STANTEC INC.

/s/ Robert J.Gomes                                        

Robert J. Gomes, P. Eng.

President and Chief Executive Officer

Date:   February 22, 2017 

 
Page 5 of 6 

**EXHIBIT INDEX**

 

 

 
**   Exhibit No.** **Description**
 
99.1. Annual Information Form dated February 22, 201799.2. Management’s Discussion and Analysis for the year ended December 31, 2016 (pages M-1 through M-81 of the 2016 Annual Report)99.3. 2016 Audited Consolidated Financial Statements (pages F-1 through F-61 of the 2016 Annual Report)99.4. Consent of Ernst & Young LLP99.5. Chief Executive Officer’s Certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the U.S. Sarbanes-Oxley Actof 200299.6. Chief Executive Officer’s Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 200299.7. Chief Financial Officer’s Certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the U.S. Sarbanes-Oxley Actof 200299.8. Chief Financial Officer’s Certification pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 200299.9. Code of Ethics Policy
 
Page 6 of 6