0001062993-24-013123.txt : 20240628 0001062993-24-013123.hdr.sgml : 20240628 20240628135956 ACCESSION NUMBER: 0001062993-24-013123 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240627 FILED AS OF DATE: 20240628 DATE AS OF CHANGE: 20240628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHERN DYNASTY MINERALS LTD CENTRAL INDEX KEY: 0001164771 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32210 FILM NUMBER: 241084314 BUSINESS ADDRESS: STREET 1: 14TH FLOOR STREET 2: 1040 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4H8 BUSINESS PHONE: 604-684-6365 MAIL ADDRESS: STREET 1: 14TH FLOOR STREET 2: 1040 WEST GEORGIA STREET CITY: VANCOUVER STATE: A1 ZIP: V6E 4H8 6-K 1 form6k.htm FORM 6-K Northern Dynasty Minerals Ltd.: Form 6-K - Filed by newsfilecorp.com

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

EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Northern Dynasty Minerals Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

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.

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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.