6-K
Centerra Gold Inc. (CGAU)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2023
Commission File Number: 001-40324
Centerra Gold Inc.
(Translation of registrant's name into English)
1 University Avenue, Suite 1500Toronto, OntarioM5J 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 ]
EXHIBITINDEX
| Exhibit | Description |
|---|---|
| 99.1 | 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: May 9, 2023 | /s/ Yousef Rehman |
| Yousef Rehman | |
| Vice President, General Counsel & Corporate Secretary |
Exhibit 99.1

May 9, 2023
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 and special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of Centerra Gold Inc. (“Centerra” or the “Corporation”) held on May 9, 2023. Each of the matters set forth below is described in greater detail in the Notice of Meeting and Management Information Circular dated March 28, 2023 (the “Circular”) which was made available to Shareholders prior to the Meeting.
155,170,238 Centerra common shares (“Shares”) were represented at the Meeting, representing 70.95% of the Corporation’s issued and outstanding common shares. 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 | 146,253,294 | 98.29% | 2,537,987 | 1.71% |
| Wendy Kei | 148,071,887 | 99.52% | 719,393 | 0.48% |
| Michael S. Parrett | 138,660,198 | 93.19% | 10,131,081 | 6.81% |
| Jacques Perron | 148,074,024 | 99.52% | 717,255 | 0.48% |
| Sheryl K. Pressler | 147,537,900 | 99.16% | 1,253,380 | 0.84% |
| Paul Tomory | 148,117,772 | 99.55% | 672,507 | 0.45% |
| Paul N. Wright | 148,062,277 | 99.51% | 729,003 | 0.49% |
| Susan Yurkovich | 146,457,364 | 98.43% | 2,333,916 | 1.57% |
| 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 |
|---|---|---|---|
| 150,296,622 | 96.86% | 4,873,616 | 3.14% |
| 3. | Approval of Omnibus Incentive Plan | ||
| --- | --- |
On a vote by ballot, the resolution approving the Corporation’s Omnibus Incentive Plan and the grant of awards thereunder as described in the Circular was passed. The results of the ballot were as follows:
| Votes For | % For | Votes Against | % Withheld |
|---|---|---|---|
| 141,012,923 | 94.77% | 7,778,356 | 5.23% |
| 1 University Avenue, Suite 1500 | 416 204 1953 fax:<br>416 204 1954 | ||
| --- | --- | ||
| Toronto, Ontario, M5J 2P1 | www.centerragold.com |
| 2 |
| --- | | 4. | 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 | % Withheld |
|---|---|---|---|
| 144,767,796 | 97.30% | 4,023,483 | 2.70% |
CENTERRA GOLD INC.
(signed) “Yousef Rehman”
Yousef Rehman
Executive Vice President, General Counsel & Corporate Secretary
| 1 University Avenue, Suite 1500 | 416 204 1953 fax:<br>416 204 1954 |
|---|---|
| Toronto, Ontario, M5J 2P1 | www.centerragold.com |