6-K

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)

14^th 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 ☒

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	Description
99.1	Press Release dated June 28, 2024

2

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.

	Northern Dynasty Minerals Ltd.
	(Registrant)
Date: June 28, 2024	By:	/s/ Trevor Thomas
	By:	Trevor Thomas
	Title:	Secretary and General Counsel

3

EX-99.1

  EXHIBIT 99.1

Northern Dynasty Reports Annual General Meeting Results

June 28, 2024 Vancouver – Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) (“Northern Dynasty” or the “Company”) announces the voting results from its 2024 Annual Meeting of Shareholders held on June 27, 2024 in Vancouver, British Columbia (the “Meeting”).

1. At the Meeting, a total of 242,392,823 common shares were voted, representing 45.08% of the votes attached to all outstanding common shares as of the record date. All eight nominees were elected to the Company’s Board of Directors. The voting results were as follows:

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%

2.	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.
3.	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.
4.	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, 2027 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.
5.	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.

1

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.

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. Review public filings, which include forward looking information cautionary language and risk factor disclosure regarding the Company and the Pebble Project in Canada at www.sedarplus.ca and in the United States at www.sec.gov.

Trevor Thomas

Secretary

2