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, 2024
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
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 8, 2024.
INDEX
Table of Contents
SIGNATURES
EXHIBIT INDEX
| 99.1 | Report of Voting Results dated May 8, 2024 as filed on SEDAR |
|---|---|
| 99.2 | Press Release dated May 9, 2024 |
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, General Counsel, Corporate<br> and Corporate Secretary |
May 9, 2024
Exhibit 99.1
Virtual Annual Meeting of Holders of CommonShares of Kinross Gold Corporation
(the “Issuer”)
May 8, 2024
REPORT OF VOTING RESULTS
National Instrument 51-102 Continuous DisclosureObligations Section 11.3
Item 1: Election of Directors
The nominees listed on the Management Information Circular dated March 12, 2024 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 ten nominees:
| NAME | VOTES IN FAVOUR | % | VOTES WITHHELD | % | ||||
|---|---|---|---|---|---|---|---|---|
| Kerry D. Dyte | 763,966,358 | 95.76 | % | 33,838,456 | 4.24 | % | ||
| Glenn A. Ives | 790,145,889 | 99.04 | % | 7,658,922 | 0.96 | % | ||
| Ave G. Lethbridge | 773,109,953 | 96.90 | % | 24,694,858 | 3.10 | % | ||
| Michael A. Lewis | 789,269,572 | 98.93 | % | 8,535,239 | 1.07 | % | ||
| Elizabeth D. McGregor | 796,309,472 | 99.81 | % | 1,495,338 | 0.19 | % | ||
| Catherine McLeod-Seltzer | 681,020,185 | 85.36 | % | 116,784,572 | 14.64 | % | ||
| Kelly J. Osborne | 789,473,477 | 98.96 | % | 8,331,333 | 1.04 | % | ||
| George Paspalas | 794,628,439 | 99.60 | % | 3,176,371 | 0.40 | % | ||
| J. Paul Rollinson | 796,291,562 | 99.81 | % | 1,513,249 | 0.19 | % | ||
| David A. Scott | 796,515,263 | 99.84 | % | 1,289,547 | 0.16 | % |
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 | 839,757,579 | 97.41 | % | |
| WITHHELD from the motion | 22,364,699 | 2.59 | % | |
| Total | 862,122,278 |
May 8, 2024
Item 3: Reconfirmation of Shareholders RightsPlan
The Company received the following votes from the holders of Common Shares with respect to the reconfirmation of the Shareholder Rights Plan:
| NUMBER OF VOTES | % | |||
|---|---|---|---|---|
| FOR the motion | 759,363,511 | 95.18 | % | |
| AGAINST the motion | 38,441,303 | 4.82 | % | |
| Total | 797,804,814 |
Item 4: Executive Compensation
The Company received the following votes from the holders of the Common Shares with respect to the advisory resolution on Kinross’ approach to executive compensation:
| NUMBER OF VOTES | % | |||
|---|---|---|---|---|
| FOR the motion | 743,795,499 | 93.23 | ||
| AGAINST the motion | 54,009,309 | 6.77 | % | |
| Total | 797,804,808 | |||
| KINROSS GOLD CORPORATION | ||||
| --- | ||||
| /s/ Lucas R. Crosby | ||||
| Lucas R. Crosby | ||||
| Vice President, General Counsel, Corporate and Corporate Secretary |
Exhibit 99.2
| Kinross Gold Corporation<br><br> <br><br><br> <br>25 York Street, 17th Floor<br><br><br><br>Toronto, ON Canada M5J 2V5 |
|---|
NEWS RELEASE
Kinross announces Annual ShareholderMeeting voting results
Toronto,Ontario – May 9, 2024 – 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 8, 2024.
The nominees listed in the Management Information Circular dated March 12, 2024, 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 |
|---|---|---|---|---|
| Kerry D. Dyte | 763,966,358 | 95.76% | 33,838,456 | 4.24% |
| Glenn A. Ives | 790,145,889 | 99.04% | 7,658,922 | 0.96% |
| Ave G. Lethbridge | 773,109,953 | 96.90% | 24,694,858 | 3.10% |
| Michael A. Lewis | 789,269,572 | 98.93% | 8,535,239 | 1.07% |
| Elizabeth D. McGregor | 796,309,472 | 99.81% | 1,495,338 | 0.19% |
| Catherine McLeod-Seltzer | 681,020,185 | 85.36% | 116,784,572 | 14.64% |
| Kelly J. Osborne | 789,473,477 | 98.96% | 8,331,333 | 1.04% |
| George Paspalas | 794,628,439 | 99.60% | 3,176,371 | 0.40% |
| J. Paul Rollinson | 796,291,562 | 99.81% | 1,513,249 | 0.19% |
| David A. Scott | 796,515,263 | 99.84% | 1,289,547 | 0.16% |
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 |
|---|---|---|---|
| 839,757,579 | 97.41% | 22,364,699 | 2.59% |
Reconfirmation of Shareholder Rights Plan
| Votes for | % for | Votes against | % withheld |
|---|---|---|---|
| 759,363,511 | 95.18% | 38,441,303 | 4.82% |
“Say on Pay” resolution on executivecompensation
| Votes for | % for | Votes against | % withheld |
|---|---|---|---|
| 743,795,499 | 93.23% | 54,009,309 | 6.77% |
A report on all matters voted on at the meeting has been filed on SEDAR+.
| p. 1 Kinrossannounces Annual Shareholder Meeting voting results | www.kinross.com |
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| Kinross Gold Corporation<br><br> <br><br><br> <br>25 York Street, 17th Floor<br><br><br><br>Toronto, ON Canada M5J 2V5 | |
| --- |
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 and Canada. Our focus is on delivering value based on the 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).
Media Contact
Victoria Barrington
Senior Director, Corporate Communications
phone: 647-788-4153
victoria.barrington@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 Kinrossannounces Annual Shareholder Meeting voting results | www.kinross.com |
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