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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

 

For the month of May 2020

 

Commission File Number 001-35286

 

FRANCO-NEVADA CORPORATION

(Translation of registrant’s name into English)

 

199 Bay Street, Suite 2000, P.O. Box 285, Commerce Court Postal Station, Toronto, Ontario, Canada M5L 1G9

(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 40-F

 

Form 20-F   ☐

Form 40-F   ☒

 

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):  ☐

 

 

 

 

 

INDEX TO EXHIBITS

 

99.1

Press Release dated May 7, 2020 – Franco-Nevada Announces Election of Directors

 

 

99.2

Annual and Special Meeting of Shareholders of Franco-Nevada Corporation – Report of Voting Results

 

 

2

SIGNATURE

 

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.

 

 

FRANCO-NEVADA CORPORATION

 

 

 

 

 

/s/ Lloyd Hong

Date: May 7, 2020

Lloyd Hong

 

 

 

Chief Legal Officer & Corporate Secretary

 

3

fnv_Ex99_1

Exhibit 99.1

 

Picture 1

       

NEWS RELEASE

Toronto, May 7, 2020

Franco-Nevada Announces Election of Directors

Franco-Nevada Corporation announced that the nominees listed in the management proxy circular for the 2020 Annual and Special Meeting of Shareholders were elected as directors of the Corporation.  Detailed results of the vote for the election of directors held at the Annual Meeting yesterday in Toronto are set out below.

 

N_ROW

 

 

 

 

Nominee

Votes For

% For

Votes Withheld

% Withheld

David Harquail

136,237,484
94.77%
7,515,373
5.23%

Paul Brink

142,952,173
99.44%
800,684
0.56%

Tom Albanese

143,705,092
99.97%
47,765
0.03%

Derek W. Evans

142,580,720
99.18%
1,172,137
0.82%

Dr. Catharine Farrow

142,525,541
99.15%
1,227,316
0.85%

Louis Gignac

140,577,674
97.79%
3,175,183
2.21%

Maureen Jensen

143,676,911
99.95%
75,946
0.05%

Jennifer Maki

143,676,298
99.95%
76,559
0.05%

Randall Oliphant

142,013,374
98.79%
1,739,483
1.21%

The Hon. David R. Peterson

139,086,695
96.75%
4,666,162
3.25%

Elliott Pew

143,081,000
99.53%
671,857
0.47%

 

Corporate Summary

Franco-Nevada Corporation is the leading gold-focused royalty and streaming company with the largest and most diversified portfolio of cash-flow producing assets. Its business model provides investors with gold price and exploration optionality while limiting exposure to many of the risks of operating companies. Franco-Nevada is debt free and uses its free cash flow to expand its portfolio and pay dividends. It trades under the symbol FNV on both the Toronto and New York stock exchanges. Franco-Nevada is the gold investment that works.

For more information, please go to our website at www.franco-nevada.com or contact:

Candida Hayden

Corporate Affairs

416-306-6323

info@franco-nevada.com 

 

 

fnv_Ex99_2

Exhibit 99.2

FRANCO-NEVADA CORPORATION

Report of Voting Results

This report is being filed pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations and discloses the voting results for each matter voted upon at the annual and special meeting of shareholders of Franco-Nevada Corporation held on May 6, 2020 (the “Meeting”). The total number of shares voted was 154,350,250 or 81.49% of the total issued and outstanding shares of the Corporation.

Description of Matter

   

Outcome of Vote

 

 

 

Resolution to elect directors, as proposed in the management information circular for the Meeting.

 

Each of the eleven nominees was elected to hold office until the next annual meeting of the shareholders or until his or her successor is elected or appointed.  The report on proxies confirmed shareholders voted as follows:

 

 

 

 

 

Nominee

Votes For

% For

Votes
Withheld

%  
Withheld

 

David Harquail

136,237,484

94.77%

7,515,373

5.23%

 

Paul Brink

142,952,173

99.44%

800,684

0.56%

 

Tom Albanese

143,705,092

99.97%

47,765

0.03%

 

Derek W. Evans

142,580,720

99.18%

1,172,137

0.82%

 

Dr. Catharine Farrow

142,525,541

99.15%

1,227,316

0.85%

 

Louis Gignac

140,577,674

97.79%

3,175,183

2.21%

 

Maureen Jensen

143,676,911

99.95%

75,946

0.05%

 

Jennifer Maki

143,676,298

99.95%

76,559

0.05%

 

Randall Oliphant

142,013,374

98.79%

1,739,483

1.21%

 

The Hon. David R. Peterson

139,086,695

96.75%

4,666,162

3.25%

 

Elliott Pew

143,081,000

99.53%

671,857

0.47%

 

 

 

Resolution to appoint auditors and to authorize the directors to fix the remuneration thereof, as proposed in the management information circular for the Meeting.

 

PricewaterhouseCoopers LLP were reappointed to the office of auditors until the next annual meeting and the directors were authorized to fix the remuneration of the auditors. The report on proxies confirmed shareholders voted as follows:  “for” 151,852,355 (99.17%) and “withheld” 1,273,293  (0.83%).

 

 

 

“Say-on-Pay” advisory resolution regarding the Corporation’s approach to executive compensation, as proposed in the management information circular for the Meeting.

 

The Corporation’s approach to executive compensation was accepted.  On the advisory resolution, the report on proxies confirmed shareholders voted as follows:  “for” 137,590,978  (95.71%) and “against” 6,161,871  (4.29%).

 

 

 

 

DATED as of this 7th day of May, 2020.

 

 

 

FRANCO-NEVADA CORPORATION

 

 

 

 

 

/s/ Lloyd Hong

 

Name: Lloyd Hong

 

Title: Chief Legal Officer & Corporate Secretary