6-K
Centerra Gold Inc. (CGAU)
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 September 2022
Commission File Number: 001-40324
Centerra Gold Inc. (Translation of registrant's name into English)
1 University Avenue, Suite 1500 Toronto, Ontario M5J 2P1 (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 [ ] Form 40-F [ X ]
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):
**Note:**Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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):
**Note:**Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
EXHIBIT INDEX
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated September 22, 2022 |
| 99.2 | Report of Voting Results |
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.
| Centerra Gold Inc. | |
|---|---|
| (Registrant) | |
| Date: September 22, 2022 | /s/ Scott Perry |
| Scott Perry | |
| President and CEO |
EdgarFiling EXHIBIT 99.1
Centerra Gold Announces Results of 2022 Annual General Meeting
TORONTO, Sept. 22, 2022 (GLOBE NEWSWIRE) -- Centerra Gold Inc. (TSX: CG) (NYSE: CGAU) (“Centerra” or the “Company”) announced today the results of its 2022 annual general meeting of shareholders (the “Meeting”) held on September 22, 2022. A total of 143,381,424 common shares, representing 65.15% of common shares outstanding, were represented at the Meeting. Detailed voting results for the matters voted on at the Meeting are as follows:
Election of Directors
The Company’s eight director nominees were elected:
| Nominee | Votes For | % Votes For | Votes Against | % VotesAgainst |
|---|---|---|---|---|
| Richard W. Connor | 136,198,332 | 99.14% | 1,182,446 | 0.86% |
| Wendy Kei | 136,873,997 | 99.63% | 506,790 | 0.37% |
| Michael S. Parrett | 134,584,204 | 97.96% | 2,796,582 | 2.04% |
| Jacques Perron | 136,816,798 | 99.59% | 563,588 | 0.41% |
| Sheryl K. Pressler | 136,127,977 | 99.09% | 1,252,801 | 0.91% |
| Bruce V. Walter | 136,273,971 | 99.19% | 1,106,806 | 0.81% |
| Paul N. Wright | 136,848,905 | 99.61% | 531,882 | 0.39% |
| Susan Yurkovich | 136,551,468 | 99.40% | 829,319 | 0.60% |
Appointment of Auditors
KPMG LLP was re-appointed as auditor of the Company:
Votes For (percent): 139,698,835 (97.43%) Votes Withheld (percent): 3,682,589 (2.57%)
Advisory Vote on Executive Compensation
A non-binding advisory resolution to accept the Company’s approach to executive compensation was approved:
Votes For (percent): 126,890,868 (92.36%) Votes Against (percent): 10,489,917 (7.64%)
Final voting results on all matters voted on at the Meeting will be filed under the Company’s profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar.
About Centerra Gold
Centerra Gold Inc. is a Canadian-based gold mining company focused on operating, developing, exploring and acquiring gold and copper properties in North America, Türkiye, and other markets worldwide. Centerra operates two mines: the Mount Milligan Mine in British Columbia, Canada, and the Öksüt Mine in Türkiye. Centerra also owns the Goldfield District Project in Nevada, United States, the Kemess Underground Project in British Columbia, Canada, and owns and operates the Molybdenum Business Unit in the United States. Centerra’s shares trade on the Toronto Stock Exchange (“TSX”) under the symbol CG and on the New York Stock Exchange (“NYSE”) under the symbol CGAU. Centerra is based in Toronto, Ontario, Canada.
Additional information on Centerra is available on the Company’s web site at www.centerragold.com and at SEDAR at www.sedar.com and EDGAR at www.sec.gov/edgar .
For more information: Toby Caron Treasurer and Director, Investor Relations (416) 204-1694 toby.caron@centerragold.com
Shae Frosst Manager, Investor Relations (416) 204-2159 shae.frosst@centerragold.com
A PDF accompanying this announcement is available at: http://ml.globenewswire.com/Resource/Download/281a2e37-0961-403e-b86b-583f47db18f8
EdgarFiling
Exhibit99.2

September 22, 2022
Centerra Gold Inc.
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 meeting (the “Meeting”) of the shareholders (the “Centerra Shareholders”) of Centerra Gold Inc. (“Centerra” or the “Corporation”) held on September 22, 2022. The matters set forth below are described in greater detail in the notice of Meeting and Management Information Circular dated August 19, 2022 (the “Circular”) which was made available to Centerra Shareholders prior to the Meeting.
A total of 143,381,424 Centerra common shares (“Centerra Shares”) were represented at the Meeting, representing 65.15% of the Corporation’s issued and outstanding Centerra Shares as of the record date for voting at the Meeting. The matters voted upon at the Meeting and the results of the voting are set out below.
| 1. | Election of Directors |
|---|
On a vote by ballot, the following directors were elected to hold office for the ensuing year or until their successors are elected or appointed:
| Nominee | Votes For | % Votes For | Votes Against | % Votes Against |
|---|---|---|---|---|
| Richard W. Connor | 136,198,332 | 99.14% | 1,182,446 | 0.86% |
| Wendy Kei | 136,873,997 | 99.63% | 506,790 | 0.37% |
| Michael S. Parrett | 134,584,204 | 97.96% | 2,796,582 | 2.04% |
| Jacques Perron | 136,816,798 | 99.59% | 563,588 | 0.41% |
| Sheryl K. Pressler | 136,127,977 | 99.09% | 1,252,801 | 0.91% |
| Bruce V. Walter | 136,273,971 | 99.19% | 1,106,806 | 0.81% |
| Paul N. Wright | 136,848,905 | 99.61% | 531,882 | 0.39% |
| Susan Yurkovich | 136,551,468 | 99.40% | 829,319 | 0.60% |
| 2. | Appointment of Auditor | |||
| --- | --- |
On a vote by ballot, KPMG LLP was re-appointed as auditor of the Corporation to hold office until the next annual meeting of Shareholders or until its successor is duly appointed, and the directors were authorized to fix the auditor’s remuneration. The results of the ballot were as follows:
| Votes For | % For | Votes Withheld | % Withheld |
|---|---|---|---|
| 139,698,835 | 97.43% | 3,682,589 | 2.57% |
| 3. | Advisory Vote on Executive Compensation | ||
| --- | --- |
On a vote by ballot, the non-binding advisory resolution approving the Corporation’s approach to executive compensation as outlined in the Circular was passed. The results of the ballot were as follows:
| Votes For | % For | Votes Against | % Against |
|---|---|---|---|
| 126,890,868 | 92.36% | 10,489,917 | 7.64% |
CENTERRA GOLD INC.
(signed) “Yousef Rehman”
Yousef Rehman
Vice President, General Counsel & Corporate Secretary