Northern Dynasty Minerals Ltd 6-K, filed Jun 29, 2026
Northern Dynasty Minerals Ltd (NAK)
About this 6-K
Northern Dynasty Minerals Ltd filed this 6-K on June 29, 2026.
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 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File No. 001-32210
NORTHERN DYNASTY MINERALS LTD.
(Translation of registrant's name into English)
14th Floor - 1040 West Georgia Street
Vancouver, British Columbia, V6E 4H1, Canada
(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]
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) [ ]
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) [ ]
SUBMITTED HEREWITH
| Exhibits | |
| 99.1 | Voting Results Report for the June 24, 2026 Annual General Meeting |
| 99.2 | News Release dated June 24, 2026 |
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.
Date: June 26th, 2026
| NORTHERN DYNASTY MINERALS LTD. | |
| (Registrant) | |
| /s/ Trevor Thomas | |
| Trevor Thomas | |
| Secretary and General Counsel |
VOTING RESULTS REPORT
Pursuant to Section 11.3 of National Instrument 51-102
OF
NORTHERN DYNASTY MINERALS LTD.
(the "Company")
The Company reports that the following matters were voted upon by the Shareholders of the Company at the annual general meeting of the Company held on June 24, 2026 (the "Meeting").
1. The following directors were elected at the Meeting, with the following voting results for each nominee:
| DIRECTOR | FOR | % | WITHHELD | % |
| Desmond M. Balakrishnan | 96,764,536 | 53.74 | 83,304,043 | 46.26 |
| Robin Bienenstock | 174,211,611 | 96.75 | 5,856,967 | 3.25 |
| Robert A. Dickinson | 165,272,924 | 91.78 | 14,795,653 | 8.22 |
| Wayne Kirk | 167,117,517 | 92.81 | 12,951,063 | 7.19 |
| Stephen Meyer | 174,725,860 | 97.03 | 5,342,718 | 2.97 |
| Julie Morman | 174,438,495 | 96.87 | 5,630,083 | 3.13 |
| Kenneth W. Pickering | 173,330,632 | 96.26 | 6,737,946 | 3.74 |
| Isabel Satra | 172,212,115 | 95.64 | 7,856,462 | 4.36 |
| Ronald Thiessen | 174,591,916 | 96.96 | 5,476,663 | 3.04 |
2. Deloitte, Chartered Professional Accountants, were appointed auditor of the Company. Shares voted in person and by proxies received represented 286,544,094 (98.09%) votes FOR and 5,568,537 (1.91%) votes WITHHELD.
3. The ordinary resolution to approve and authorize for grant all currently available and unallocated share options issuable pursuant to the Share Option Plan until June 24, 2029, was passed. Shares voted in person and proxies received represented 123,643,340 (68.66%) votes FOR and 56,425,237 (31.34%) votes AGAINST.
There were non-votes recorded (but not voted) on each resolution as follows: non-votes on the resolutions to elect each director as follows: Desmond M. Balakrishnan and Ronald Thiessen: 112,044,053; Robin Bienenstock, Stephen Meyer, Julie Morman and Kenneth W. Pickering: 112,044,054; Robert A. Dickinson and Isabel Satra: 112,044,055; and Wayne Kirk: 112,044,052, 1 non-vote on the appointment of the auditor and 112,044,055 non-votes on the approval of the grant all currently available and unallocated share options, respectively. Non-votes are discretionary votes given to a broker by a US beneficial holder not allowed under Canadian Securities Regulations.
Northern Dynasty Reports Annual General Meeting Results and Welcomes New Directors
June 24, 2026 Vancouver - Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) ("Northern Dynasty" or the "Company") announces the voting results from its 2025 Annual Meeting of Shareholders held on June 24, 2026 in Vancouver, British Columbia (the "Meeting") and welcomes new members to its Board of Directors. A total of 292,112,632 common shares were voted at the Meeting, representing 52.16% of the votes attached to all outstanding common shares as of the record date of May 5, 2026. Consistent with the Company's recommendations, shareholders voted in favour of all items of business considered at the Meeting, as follows:
|
Director |
Votes For |
Percentage |
Votes Withheld |
Percentage |
|
Desmond Balakrishnan |
96,764,536 |
53.74 |
83,304,043 |
46.26% |
|
Robin Bienenstock |
174,211,611 |
96.75% |
5,856,967 |
3.35% |
|
Robert Dickinson |
165,272,924 |
91.78% |
14,795,653 |
8.22% |
|
Wayne Kirk |
167,117,517 |
92.81% |
12,951,063 |
7.19% |
|
Stephen Meyer |
174,725,860 |
97.03% |
5,342,718 |
2.97% |
|
Julie Morman |
174,438,495 |
96.87% |
5,630,083 |
3.13% |
|
Kenneth Pickering |
173,330,632 |
96.26% |
6,737,946 |
3.74% |
|
Isabel Satra |
172,212,115 |
95.64% |
7,856,462 |
4.36% |
|
Ronald Thiessen |
174,591,916 |
96.96% |
5,476,663 |
3.04% |
For the other items at the Meeting, shareholders re-appointed Deloitte LLP as the Company's auditor (286,544,094 votes FOR (98.09%) and 5,568,537 votes WITHHELD (1.91%) and approved a resolution that authorized for grant all currently available and unallocated share options issuable pursuant to the Company's share option plan until June 24, 2029 (123,643,340 votes FOR (68.66%) and 56,425,237 votes AGAINST (31.34%).
Detailed voting results for the Meeting will be available on SEDAR plus at www.sedarplus.ca.
Robert Dickinson, Chairman, said "I would like to welcome Julie Morman, Robin Bienenstock and Steve Meyer to Northern Dynasty's Board of Directors. They bring highly complementary experience in Alaska, in mining and in finance, as well as valuable insight that will enhance the Board's ability to provide strong guidance as the Company advances the Pebble Project. I also want to thank Siri Genik and Josie Hickel, who have left the Board, for their contributions to our success to date."
About Northern Dynasty Minerals Ltd.
Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly owned Alaska-based U.S. subsidiary, Pebble Limited Partnership, is a 100% interest in a contiguous block of 1,840 mineral claims in Southwest Alaska, including the Pebble deposit, located 200 miles from Anchorage and 125 miles from Bristol Bay. The Pebble Partnership is the proponent of the Pebble Project.
For further details on Northern Dynasty and the Pebble Project, please visit the Company's website at www.northerndynastyminerals.com or contact Investor services at (604) 684-6365 or within North America at 1-800-667-2114. Public filings, which include forward looking information cautionary language and risk factor disclosure regarding the Company and the Pebble Project can be found in Canada at www.sedarplus.ca and in the United States at www.sec.gov.
Ronald W. Thiessen
President & CEO
U.S. Media Contact:
Dan Gagnier, Gagnier Communications (646) 569-5897
Forward Looking Information and other Cautionary Factors
This document includes certain statements that may be deemed "forward-looking statements" under the United States Private Securities Litigation Reform Act of 1995 and under applicable provisions of Canadian provincial securities laws. All statements in this document, other than statements of historical facts are forward-looking statements. Investors should also consider the risk factors identified in the Company's Annual Information Form for the year ended December 31, 2025, as filed on SEDAR+ (www.sedarplus.ca) and included in its annual report on Form 40-F filed on EDGAR (www.sec.gov), as well as the risk factors set out in the Company's subsequent public continuous disclosure filings available on SEDAR+ and EDGAR. For more information on the Company, Investors should review the Company's filings with the United States Securities and Exchange Commission at www.sec.gov and its home jurisdiction filings that are available at www.sedarplus.ca.