B2gold Corp 6-K, filed Jun 16, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2020

Commission File Number: 001-35936

B2Gold Corp. (Translation of registrant’s name into English)

British Columbia, Canada (Jurisdiction of incorporation or organization)

Suite 3100, Three Bentall Centre 595 BurrardStreet Vancouver, British Columbia V7X1J1 Canada (Address of principal executive office)

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       [X] Form 40-F

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): [   ]

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): [   ]

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

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.

EXHIBIT INDEX

B2Gold Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF B2GOLD CORP.

REPORT OF VOTING RESULTS

In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matters submitted to the annual general and special meeting of shareholders of B2Gold Corp. (the "Company") held on June 12, 2020 (total shares represented in person or by proxy being  850,836,777 of the 1,039,994,619 issued and outstanding common shares of the Company ("Common Shares") as at the record date, which constitutes 81.81% of such Common Shares).

Item 1: Number of Directors

By way of ballot, the number of directors was set at nine (9).  The total votes cast by all shareholders of the Company present in person or by proxy were as follows:

Item 2: Election of Directors and Approvals of Nominees as Directors

By a vote by way of ballot, the following individuals were elected as directors of the Company to hold office for the ensuing year or until their successors are elected or appointed, and the total votes cast by all shareholders of the Company present in person or by proxy were as follows:

2

Item 3: Appointment of Auditors

By way of ballot, PricewaterhouseCoopers LLP, Chartered Accountants, were appointed the auditors of the Company to hold office until the close of the next annual meeting of shareholders or until their successors are appointed, at a remuneration to be fixed by the directors of the Company.  The total votes cast by all shareholders of the Company present in person or by proxy were as follows:

Item 4: Approval of the Restricted Share Unit Plan (the "RSU Plan")

By way of ballot, the RSU Plan, as more particularly described in the Management Information Circular of the Company dated May 5, 2020 (the "Circular"), and unallocated entitlements under the RSU Plan, **** were approved. The total votes cast by all shareholders of the Company present in person or by proxy were as follows:

Item 5: Approval of Advisory Vote on Executive Compensation

By way of ballot, matters relating to the Advisory Vote on Executive Compensation, as more particularly described in the Circular of the Company dated May 5, 2020, were approved. The total votes cast by all shareholders of the Company present in person or by proxy were as follows:

DATED at Vancouver, British Columbia this 15th day of June, 2020.

B2GOLD CORP.

/s/ Clive Johnson

Clive Johnson

President & Chief Executive Officer