6-K
KINROSS GOLD CORP (KGC)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 May, 2022
Commission File Number: 001-13382
KINROSS GOLD CORPORATION
(Translation of registrant's name into English)
17^th^ Floor, 25 York Street,
Toronto, Ontario M5J 2V5
(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 40F:
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.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2b:
Page 2
This report on Form 6-K is being furnished for the sole purpose of providing copies of the Report of Voting filed on SEDAR and the press release announcing the voting results, in which Kinross Gold Corporation announced the results of voting on items of business moved at its Annual Meeting of Holders of Common Shares held on May 11, 2022.
INDEX
Table of Contents
SIGNATURES
EXHIBIT INDEX
| 99.1 | Report of Voting Results dated May 11, 2022 as filed on SEDAR |
|---|---|
| 99.2 | Press Release dated May 12, 2022 |
| --- | --- |
Page 3
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KINROSS GOLD CORPORATION |
|---|
| Signed: //Lucas R. Crosby// |
| Vice President, Assistant General Counsel and Corporate Secretary |
May 12, 2022
Exhibit 99.1
Virtual Annual Meeting of Holders of Common Shares of KinrossGold Corporation (the “Issuer”)
May 11, 2022
REPORT OF VOTING RESULTS
National Instrument 51-102 Continuous Disclosure ObligationsSection 11.3
Item 1: Election of Directors
The nominees listed on the Management Information Circular dated March 15, 2022 were elected as Directors of the Company to hold office for the ensuing year or until their successors are elected or appointed. The Company received the following votes from the holders of Common Shares with respect to the election of the nine nominees:
| NAME | VOTES IN FAVOR | % | VOTES WITHHELD | % |
|---|---|---|---|---|
| Ian Atkinson | 818,552,633 | 97.68% | 19,425,689 | 2.32% |
| Kerry D. Dyte | 824,194,573 | 98.36% | 13,783,748 | 1.64% |
| Glenn A. Ives | 828,957,429 | 98.92% | 9,020,893 | 1.08% |
| Ave G. Lethbridge | 822,031,204 | 98.10% | 15,947,117 | 1.90% |
| Elizabeth D. McGregor | 828,610,027 | 98.88% | 9,368,295 | 1.12% |
| Catherine E. McLeod-Seltzer | 745,258,792 | 88.94% | 92,719,530 | 11.06% |
| Kelly J. Osborne | 823,834,258 | 98.31% | 14,144,063 | 1.69% |
| J. Paul Rollinson | 829,059,653 | 98.94% | 8,918,668 | 1.06% |
| David A. Scott | 829,143,995 | 98.95% | 8,834,327 | 1.05% |
Item 2: Appointment of Auditors
KPMG LLP were appointed auditors of the Corporation to hold office until the close of the next annual meeting of shareholders or until their successors are appointed, and the directors of the Corporation were authorized to fix the remuneration of the auditors. The Company received the following votes from the holders of Common Shares with respect to the election of auditors:
| NUMBER OF VOTES | % | |
|---|---|---|
| FOR the motion | 898,743,904 | 97.10% |
| WITHHELD from the motion | 26,884,653 | 2.90% |
| Total | 925,628,557 |
May 11, 2022
Item 3: Executive Compensation
The Company received the following votes from the holders of Common Shares with respect to the advisory resolution on Kinross’ approach to executive compensation:
| NUMBER OF VOTES | % | |
|---|---|---|
| FOR the motion | 759,370,975 | 90.61% |
| AGAINST the motion | 78,737,593 | 9.39% |
| Total | 838,108,568 | |
| KINROSS GOLD CORPORATION | ||
| --- | ||
| /s/ Lucas R. Crosby | ||
| Lucas R. Crosby | ||
| Vice President, Assistant General Counsel and Corporate Secretary |
2
Exhibit 99.2
| Kinross Gold Corporation<br> 25 York Street, 17th Floor<br> Toronto, ON Canada M5J 2V5 |
|---|
NEWS RELEASE
Kinross announces Annual ShareholderMeeting voting results
Toronto,Ontario – May 12, 2022 – Kinross Gold Corporation (TSX: K, NYSE: KGC) has announced the detailed voting results of the election of its Board of Directors, which took place at the Company’s virtual Annual Meeting of Shareholders on May 11, 2022.
The nominees listed in the Management Information Circular dated March 15, 2022 were elected as directors of Kinross at the meeting (see detailed voting results below).
Board of Directors voting results
| Nominee | Votes for | % for | Votes withheld | % withheld |
|---|---|---|---|---|
| Ian Atkinson | 818,552,633 | 97.68% | 19,425,689 | 2.32% |
| Kerry D. Dyte | 824,194,573 | 98.36% | 13,783,748 | 1.64% |
| Glenn A. Ives | 828,957,429 | 98.92% | 9,020,893 | 1.08% |
| Ave G. Lethbridge | 822,031,204 | 98.10% | 15,947,117 | 1.90% |
| Elizabeth D. McGregor | 828,610,027 | 98.88% | 9,368,295 | 1.12% |
| Catherine E. McLeod-Seltzer | 745,258,792 | 88.94% | 92,719,530 | 11.06% |
| Kelly J. Osborne | 823,834,258 | 98.31% | 14,144,063 | 1.69% |
| J. Paul Rollinson | 829,059,653 | 98.94% | 8,918,668 | 1.06% |
| David A. Scott | 829,143,995 | 98.95% | 8,834,327 | 1.05% |
Voting results on the other items of business at the Annual Meeting of Shareholders are as follows:
Appointment of auditors
| Votes for | % for | Votes withheld | % withheld |
|---|---|---|---|
| 898,743,904 | 97.10% | 26,884,653 | 2.90% |
“Say on Pay” resolution on executivecompensation
| Votes for | % for | Votes against | % withheld |
|---|---|---|---|
| 759,370,975 | 90.61% | 78,737,593 | 9.39% |
A report on all matters voted on at the meeting has been filed on SEDAR.
About Kinross Gold Corporation
Kinross is a Canadian-based global senior gold mining company with operations and projects in the United States, Brazil, Mauritania, Chile, Canada, Russia and Ghana. Our focus on delivering value is based on our core principles of responsible mining, operational excellence, disciplined growth and balance sheet strength. Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).
| p. 1 | Kinross announces Annual Shareholder Meeting voting results | www.kinross.com |
|---|---|---|
| Kinross Gold Corporation<br> 25 York Street, 17th Floor<br> Toronto, ON Canada M5J 2V5 | ||
| --- |
Media Contact
Louie Diaz
Vice-President, Corporate Communications
phone: 416-369-6469
louie.diaz@kinross.com
Investor Relations Contact
Chris Lichtenheldt
Vice-President, Investor Relations
phone: 416-365-2761
chris.lichtenheldt@kinross.com
Source: Kinross Gold Corp.
| p. 2 | Kinross announces Annual Shareholder Meeting voting results | www.kinross.com |
|---|