6-K
FRANCO NEVADA Corp (FNV)
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number 001-35286
FRANCO-NEVADA CORPORATION
(Translation of registrant’s name into English)
199 Bay Street, Suite 2000, P.O. Box 285, Commerce Court Postal Station, Toronto, Ontario, Canada M5L 1G9
(Address of principal executive offices)
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 ⌧ |
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INDEX TO EXHIBITS
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| 99.1 | News Release dated May 2, 2024 – Franco-Nevada Announces Election of Directors |
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| 99.2 | Annual and Special Meeting of Shareholders of Franco-Nevada Corporation – Report of Voting Results |
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SIGNATURE
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.
| | FRANCO-NEVADA CORPORATION |
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| | |
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| | /s/ Lloyd Hong |
| Date: May 2, 2024 | Lloyd Hong |
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| | Chief Legal Officer & Corporate Secretary |
3
Exhibit 99.1
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NEWS RELEASE
Toronto, May 2, 2024
Franco-Nevada Announces Election of Directors
Franco-Nevada Corporation announced that the nominees listed in the management proxy circular for the 2024 Annual and Special Meeting of Shareholders were elected as directors of the Corporation. Detailed results of the vote for the election of directors held at the Annual Meeting yesterday in person and by webcast are set out below.
| Nominee | Votes For | % For | Votes Against | % Against |
|---|---|---|---|---|
| David Harquail | 145,604,399 | 97.71% | 3,416,503 | 2.29% |
| Paul Brink | 148,578,196 | 99.70% | 442,706 | 0.30% |
| Tom Albanese | 146,705,927 | 98.45% | 2,314,948 | 1.55% |
| Hugo Dryland | 148,675,183 | 99.77% | 345,658 | 0.23% |
| Derek W. Evans | 133,231,350 | 89.40% | 15,789,522 | 10.60% |
| Dr. Catharine Farrow | 145,379,683 | 97.56% | 3,641,121 | 2.44% |
| Maureen Jensen | 147,599,972 | 99.05% | 1,420,726 | 0.95% |
| Jennifer Maki | 147,098,131 | 98.71% | 1,922,668 | 1.29% |
| Jacques Perron | 147,618,641 | 99.06% | 1,402,251 | 0.94% |
Corporate Summary
Franco-Nevada Corporation is the leading gold-focused royalty and streaming company with the largest and most diversified portfolio of cash-flow producing assets. Its business model provides investors with gold price and exploration optionality while limiting exposure to cost inflation. Franco-Nevada is debt-free and uses its free cash flow to expand its portfolio and pay dividends. It trades under the symbol FNV on both the Toronto and New York stock exchanges. Franco-Nevada is the gold investment that works.
For more information, please visit our website at www.franco-nevada.com or contact:
Sandip Rana
Chief Financial Officer
416-306-6303
info@franco-nevada.com
_
Exhibit 99.2
FRANCO-NEVADA CORPORATION
Report of Voting Results
This report is being filed pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations and discloses the voting results for each matter voted upon at the annual and special meeting of shareholders of Franco-Nevada Corporation held on May 1, 2024 (the “Meeting”). The total number of shares voted was 155,260,026 or 80.79% of the total issued and outstanding shares of the Corporation.
| Description of Matter | Outcome of Vote | ||||||
|---|---|---|---|---|---|---|---|
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| Resolution to elect directors, as proposed in the management information circular for the Meeting. | | Each of the nine nominees was elected to hold office until the next annual meeting of the shareholders or until his or her successor is elected or appointed. The report on ballot confirmed shareholders voted as follows: | |||||
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| | | Nominee | Votes For | % For | Votes Against | % Against | |
| | | David Harquail | 145,604,399 | 97.71% | 3,416,503 | 2.29% | |
| | | Paul Brink | 148,578,196 | 99.70% | 442,706 | 0.30% | |
| | | Tom Albanese | 146,705,927 | 98.45% | 2,314,948 | 1.55% | |
| | | Hugo Dryland | 148,675,183 | 99.77% | 345,658 | 0.23% | |
| | | Derek W. Evans | 133,231,350 | 89.40% | 15,789,522 | 10.60% | |
| | | Dr. Catharine Farrow | 145,379,683 | 97.56% | 3,641,121 | 2.44% | |
| | | Maureen Jensen | 147,599,972 | 99.05% | 1,420,726 | 0.95% | |
| | | Jennifer Maki | 147,098,131 | 98.71% | 1,922,668 | 1.29% | |
| | | Jacques Perron | 147,618,641 | 99.06% | 1,402,251 | 0.94% | |
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| Resolution to appoint auditors and to authorize the directors to fix the remuneration thereof, as proposed in the management information circular for the Meeting. | | PricewaterhouseCoopers LLP were reappointed to the office of auditors until the next annual meeting and the directors were authorized to fix the remuneration of the auditors. The report on ballot confirmed shareholders voted as follows: “for” 152,981,038 (98.53%) and “withheld” 2,278,986 (1.47%). | |||||
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| “Say-on-Pay” advisory resolution regarding the Corporation’s approach to executive compensation, as proposed in the management information circular for the Meeting. | | The Corporation’s approach to executive compensation was accepted. On the advisory resolution, the report on ballot confirmed shareholders voted as follows: “for” 143,016,987 (95.97%) and “against” 6,007,216 (4.03%). |
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| | DATED as of this 2nd day of May, 2024. |
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| | FRANCO-NEVADA CORPORATION |
| | |
| | |
| | /s/ Lloyd Hong |
| | Name: Lloyd Hong |
| | Title: Chief Legal Officer & Corporate Secretary |