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 May 2020.
 
Commission File Number 001-31722
 
 
 
New Gold Inc.
 
Suite 3320 – 181 Bay Street
Toronto, Ontario M5J 2T3
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 ☒
 
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.
DOCUMENTS FILED AS PART OF THIS FORM 6-K
 
Exhibit
Description
   
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.
 
 
 
NEW GOLD INC.
 
 
 
 
By:

/s/ Sean Keating
 
Date: May 26, 2020
 
Sean Keating
Vice President, General Counsel and Corporate Secretary
 
Exhibit 99.1

New Gold Announces Results of Vote for Election of Board of Directors

TORONTO--(BUSINESS WIRE)--May 21, 2020- New Gold Inc. (“New Gold” or the “Company”) (TSX and NYSE American: NGD) today announces the voting results from the election of its Board of Directors at New Gold’s Annual General and Special Meeting of Shareholders (the “Meeting”) held on May 20, 2020 as set out below.

Director Nominee

Votes For

% For

Votes Withheld

% Withheld

Renaud Adams

326,593,124

99.35%

2,148,048

0.65%

Nicholas Chirekos

326,442,217

99.30%

2,298,955

0.70%

Gillian Davidson

326,211,367

99.23%

2,529,805

0.77%

James Gowans

311,292,746

94.69%

17,448,426

5.31%

Margaret Mulligan

326,271,596

99.25%

2,469,576

0.75%

Ian Pearce

326,496,787

99.32%

2,244,385

0.68%

Marilyn Schonberner

326,233,545

99.24%

2,507,627

0.76%

The results of the other matters considered at the Meeting are disclosed in the Report of Voting Results filed on SEDAR at www.sedar.com on May 21, 2020.

About New Gold Inc.
New Gold is a Canadian-focused intermediate gold mining company with a portfolio of two core producing assets in Canada, the Rainy River and New Afton Mines as well as the 100% owned Blackwater development project. The Company also operates the Cerro San Pedro Mine in Mexico (in reclamation). New Gold’s vision is to build a leading diversified intermediate gold company based in Canada that is committed to environment and social responsibility. For further information on the Company, visit www.newgold.com.

Contacts

Anne Day
Vice President, Investor Relations
Direct: +1 (416) 324-6003
Email: anne.day@newgold.com

Exhibit 99.2


May 21, 2020

British Columbia Securities Commission
Alberta Securities Commission
Autorite des marche financiers
Manitoba Securities Commission
New Brunswick Securities Commission
Nova Scotia Securities Commission
Ontario Securities Commission
Registrar of Securities, Nunavut
Saskatchewan Securities Commission
Superintendent of Securities, Newfoundland and Labrador
Superintendent of Securities, Prince Edward Island
Superintendent of Securities, Yukon Territory
Superintendent of Securities, Northwest Territories
Toronto Stock Exchange


Re: Report of Voting Results

In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, we advise of the results of the voting on the matters submitted to the virtual annual and special general meeting (“Meeting”) of the shareholders of New Gold Inc. (“Company”) held on May 20, 2020.

The matters voted on at the Meeting and the results of the voting were as follows:

Item 1: Setting the size of the board of directors

On a vote by ballot, the number of directors of the Company is set at seven.  In connection with the Meeting, valid proxies in respect of this resolution were received as follows:

Number of Shares
Percentage of Votes Cast
Votes For
Votes Against
Votes For
Votes Against
327,278,257
1,462,915
99.55 %
0.45 %


Item 2: Election of Directors

On a vote by ballot, each of the seven nominees in the Company’s management information circular dated April 3, 2020 (“Circular”) were elected as directors of the Company.  In connection with the meeting, valid proxies in respect of this resolution were received as follows:

Director Nominee
Number of Shares
Percentage of Votes Cast
Votes For
Votes Withheld
Votes For
Votes Withheld
Renaud Adams
326,593,124
2,148,048
99.35 %
0.65 %


New Gold Inc. Brookfield Place, 181 Bay Street, Suite 3320, Toronto, ON M5J 2T3
T  +1 416 324 6000
F  +1 416 324 9494
 
 
 
www.newgold.com
 
 
Director Nominee
Number of Shares
Percentage of Votes Cast
Votes For
Votes Withheld
Votes For
Votes Withheld
Nicholas Chirekos
326,442,217
2,298,955
99.30 %
0.70 %
Gillian Davidson
326,211,367
2,529,805
99.23 %
0.77 %
James Gowans
311,292,746
17,448,426
94.69 %
5.31 %
Margaret Mulligan
326,271,596
2,469,576
99.25 %
0.75 %
Ian Pearce
326,496,787
2,244,385
99.32 %
0.68 %
Marilyn Schonberner
326,233,545
2,507,627
99.24 %
0.76 %

Item 3: Appointment of Auditor

On a vote by ballot, Deloitte LLP was appointed as the auditor of the Company to hold office until the close of the next annual meeting of shareholders or until their successors are appointed, and the directors of the Company were authorized to fix the remuneration of the auditor.  In connection with the Meeting, valid proxies in respect of this resolution were received as follows:

Number of Shares
Percentage of Votes Cast
Votes For
Votes Withheld
Votes For
Votes Withheld
364,752,779
1,494,278
99.59 %
0.41 %

Item 4:  Approval of unallocated options issuable under the stock option plan

On a vote by ballot, all unallocated options issuable under the Company’s stock option plan were approved and authorized until the date of the Company’s annual shareholders’ meeting to be held in 2023 (provided that such meeting is held on or before May 20, 2023). The Company received the following votes from shareholders in respect of this resolution:

Number of Shares
Percentage of Votes Cast
Votes For
Votes Against
Votes For
Votes Against
269,230,933
59,510,239
81.90 %
18.10 %
 
Item 5: Approval of amendments and approval of all unallocated performance share units issuable under the long term incentive plan

On a vote by ballot, all unallocated performance share units issuable under the Company’s long term incentive plan were approved and authorized until the date of the Company’s annual shareholders’ meeting to be held in 2023 (provided that such meeting is held on or May 20, 2023).  The Company received the following votes from shareholders in respect of this resolution:

Number of Shares
Percentage of Votes Cast
Votes For
Votes Against
Votes For
Votes Against
310,180,152
18,561,020
94.35 %
5.65 %


New Gold Inc. Brookfield Place, 181 Bay Street, Suite 3320, Toronto, ON M5J 2T3
T  +1 416 324 6000
F  +1 416 324 9494
 
 
 
www.newgold.com
 
 
Item 6: Say on Pay Advisory Vote

On a vote by ballot, the shareholders accepted the Board’s approach to executive compensation.  The Company received the following votes from shareholders in respect of this resolution:

Number of Shares
Percentage of Votes Cast
Votes For
Votes Against
Votes For
Votes Against
281,298,578
47,442,594
85.57 %
14.43 %


Yours truly,
New Gold Inc.
 
/s/ Sean Keating
 
Sean Keating
Vice President, General Counsel
and Corporate Secretary


New Gold Inc. Brookfield Place, 181 Bay Street, Suite 3320, Toronto, ON M5J 2T3
T  +1 416 324 6000
F  +1 416 324 9494
 
 
 
www.newgold.com