Northern Dynasty Minerals Ltd 6-K, filed Jun 28, 2024
Northern Dynasty Minerals Ltd (NAK)
About this 6-K
Northern Dynasty Minerals Ltd filed this 6-K on June 28, 2024.
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 2024
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 27, 2024 Annual General Meeting |
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 27th, 2024
| NORTHERN DYNASTY MINERALS LTD. | |
| (Registrant) | |
| "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 27, 2024 (the "Meeting").
The following directors were elected at the Meeting, with the following voting results for each nominee:
| DIRECTOR | FOR | % | WITHHELD | % |
| Ronald W. Thiessen | 104,117,094 | 67.32% | 50,543,856 | 32.68% |
| Robert A. Dickinson | 103,676,387 | 67.03% | 50,984,563 | 32.97% |
| Desmond M. Balakrishnan | 99,820,609 | 64.54% | 54,840,340 | 35.46% |
| Christian Milau | 150,096,488 | 97.05% | 4,564,462 | 2.95% |
| Kenneth W. Pickering | 142,992,015 | 92.46% | 11,668,935 | 7.54% |
| Wayne Kirk | 146,773,519 | 94.90% | 7,887,431 | 5.10% |
| Siri C. Genik | 149,738,730 | 96.82% | 4,922,220 | 3.18% |
| Isabel Satra | 143,491,139 | 92.78% | 11,169,811 | 7.22% |
1. Deloitte, Chartered Professional Accountants, were appointed auditor of the Company. Shares voted in person and by proxies received represented 211,172,640 (87.12%) votes FOR and 31,220,182 (12.88%) votes WITHHELD.
2. The ordinary resolution of disinterested shareholders to approve the 2024 Share Option Plan, as amended, for continuation for three years, until June 27, 2027, was not passed. Shares voted in person and proxies received represented 69,325,501 (48.20%) votes FOR and 74,511,276 (51.80%) votes AGAINST. This vote excluded 10,824,173 shares held by Insiders.
3. The ordinary resolution to approve the 2024 Non-Employee Directors Deferred Share Unit Plan (the "DSU Plan"), as amended, the related allocation renewal and authorization for grants pursuant to the DSU Plan for three years, until June 27, 2024 was passed. Shares voted in person and proxies received represented 120,396,749 (77.85%) votes FOR and 34,264,201 (22.15%) votes AGAINST.
- 2 -
4. The ordinary resolution to approve the 2024 Restricted Share Unit Plan (the "RSU Plan"), as amended, the related allocation renewal and authorization for grants pursuant to the RSU Plan for three years, until June 27, 2027 was passed. Shares voted in person and proxies received represented 120,534,831 (77.93%) votes FOR and 34,126,119 (22.07%) votes AGAINST.
There were non-votes recorded (but not voted) on each resolution as follows: 87,731,873 non-votes on the resolutions to elect each director except Desmond Balakrishnan, who received 87,731,874 non-votes; 1 non-vote on the appointment of auditor resolution; 87,731,873 non-votes on each of three resolutions to approve the Share Option Plan, Deferred Share Unit Plan and the Restricted Share Unit Plan, respectively. Non-votes are discretionary votes given to a broker by a US beneficial holder not allowed under Canadian Securities Regulations.