Kinross Gold Corp 6-K, filed May 8, 2020
Kinross Gold Corp (KGC)
About this 6-K
Kinross Gold Corp filed this 6-K on May 8, 2020.
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, 2020
Commission File Number: 001-13382
KINROSS GOLD CORPORATION
(Translation of registrant's name into English)
17th 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, both dated May 7, 2020, in which Kinross Gold Corporation announced the results of voting on items of business moved at its Annual and Special Meeting of Holders of Common Shares held on May 6, 2020.
INDEX
Table of Contents
SIGNATURES
EXHIBIT INDEX
| 99.1 | Report of Voting Results dated May 7, 2020 as filed on SEDAR |
| 99.2 | Press Release dated May 7, 2020 |
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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: //Kathleen M. Grandy//
Vice President, Human Resources, Compliance and Corporate Secretary
May 7, 2020
Exhibit 99.1
Virtual Annual and Special Meeting of Holders of Common Shares of Kinross Gold Corporation
(the “Issuer”)
May 6, 2020
REPORT OF VOTING RESULTS
National Instrument 51-102 Continuous Disclosure Obligations Section 11.3
Item 1: Election of Directors
The nominees listed on the Management Information Circular dated March 11, 2020 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:
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:
Item 3: Reduction of Stated Capital
The Shareholders approved a special resolution reducing the stated capital of the Company. The Company received the following votes from the holders of Common Shares with respect to the reduction of stated capital:
Item 4: 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:
| KINROSS GOLD CORPORATION | |
| /s/ Kathleen M. Grandy | |
| Kathleen M. Grandy | |
| Vice President, Human Resources, Compliance and | |
| Corporate Secretary |
Exhibit 99.2
 |
Kinross Gold Corporation 25 York Street, 17th Floor Toronto, ON Canada M5J 2V5 |
NEWS RELEASE
Kinross announces Annual Shareholder Meeting voting results
New board member appointed
Toronto, Ontario – May 7, 2020 – 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 and Special Meeting of Shareholders on May 6, 2020.
The nominees listed in the Management Information Circular dated March 11, 2020 were elected as directors of Kinross at the meeting (see detailed voting results below). The Company is also pleased to announce the appointment of a new director, Mr. Glenn A. Ives (bio is below).
The appointment brings membership on the Kinross board of directors to ten, following the appointment of Elizabeth D. McGregor, announced in November 2019.
Board of Directors voting results
| Nominee | Votes for | % for | Votes withheld | % withheld |
| Ian Atkinson | 815,205,689 | 97.27 | 22,917,576 | 2.73 |
| John A. Brough | 814,475,300 | 97.18 | 23,647,965 | 2.82 |
| Kerry D. Dyte | 836,470,243 | 99.80 | 1,653,022 | 0.20 |
| Glenn A. Ives | 836,441,872 | 99.80 | 1,681,393 | 0.20 |
| Ave G. Lethbridge | 831,890,453 | 99.26 | 6,232,812 | 0.74 |
| Elizabeth D. McGregor | 836,391,533 | 99.79 | 1,731,732 | 0.21 |
| Catherine McLeod-Seltzer | 742,075,826 | 88.54 | 96,047,439 | 11.46 |
| Kelly J. Osborne | 832,756,769 | 99.36 | 5,366,496 | 0.64 |
| J. Paul Rollinson | 836,435,406 | 99.80 | 1,687,859 | 0.20 |
| David A. Scott | 832,679,591 | 99.35 | 5,443,674 | 0.65 |
Glenn A. Ives
Mr. Ives is an audit specialist in the mining and financial sectors and held various leadership positions with Deloitte Canada during his tenure from 1999 to 2020. He served as Deloitte’s mining leader for North and South America from 2007 to March 2020, and was Executive Chair from 2010 to 2018. He served as an Audit Partner from 1999 to 2010. Prior to joining Deloitte, Mr. Ives held progressively senior leadership roles in the mining industry, including CFO and Director of Vengold Inc. from 1993 to 1999, and Director and Vice-President of Finance for TVX Gold Inc. from 1988 to 1999. Mr. Ives is currently the Chair of University of Waterloo’s School of Accounting and Finance Advisory Board and a director of the St. Paul’s Hospital Foundation (Vancouver) and the Canadian Nature Museum Foundation. Mr. Ives holds a Bachelor of Mathematics (Honours) from the University of Waterloo and is a Fellow of the Chartered Professional Accountants and a member of Chartered Professional Accountants of British Columbia and Ontario.
Voting results on the other items of business at the Annual and Special Meeting of Shareholders are as follows:
Appointment of auditors
| Votes for | % for | Votes withheld | % withheld |
| 902,687,041 | 99.27 | 6,637,909 | 0.73 |
| p. 1 | Kinross announces Annual Shareholder Meeting voting results | www.kinross.com |
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Kinross Gold Corporation 25 York Street, 17th Floor Toronto, ON Canada M5J 2V5 |
Reduction to the Stated Capital of the Company
| Votes for | % for | Votes against | % withheld |
| 901,472,342 | 99.14 | 7,852,608 | 0.86 |
“Say on Pay” advisory resolution
| Votes for | % for | Votes against | % withheld |
| 776,959,417 | 92.70 | 61,163,848 | 7.30 |
A report on all matters voted on at the meeting has been filed on SEDAR.
About Kinross Gold Corporation
Kinross is a Canadian-based senior gold mining company with mines and projects in the United States, Brazil, Chile, Ghana, Mauritania, and Russia. Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).
Media Contact
Louie Diaz
Senior Director, Corporate Communications
phone: 416-369-6469
louie.diaz@kinross.com
Investor Relations Contact
Tom Elliott
Senior Vice-President, Investor Relations and Corporate Development
phone: 416-365-3390
tom.elliott@kinross.com
| p. 2 | Kinross announces Annual Shareholder Meeting voting results | www.kinross.com |