6-K

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 2014

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 o 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):o

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):o

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.

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 9, 2014	Lloyd Hong
	Chief Legal Officer & Corporate Secretary

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INDEX TO EXHIBITS

99.1	Press Release dated May 8, 2014 — Franco-Nevada Announces Election of Directors
99.2	Annual and Special Meeting of Shareholders of Franco-Nevada Corporation — Report of Voting Results

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EX-99.1

Exhibit 99.1

FNV		www.franco-nevada.com
	Press Release

Franco-Nevada Announces Election of Directors

TORONTO, May 8, 2014 - Franco-Nevada Corporation (TSX: FNV; NYSE: FNV) announced that the nominees listed in the management proxy circular for the 2014 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.

Nominee	Votes For	% For		Votes Withheld	% Withheld
Pierre Lassonde	110,257,827	98.06	%	2,183,604	1.94	%
David Harquail	110,852,872	98.59	%	1,588,560	1.41	%
Tom Albanese	109,436,003	97.33	%	3,005,428	2.67	%
Derek Evans	111,458,934	99.13	%	982,498	0.87	%
Graham Farquharson	110,823,963	98.56	%	1,617,468	1.44	%
Louis Gignac	111,037,932	98.75	%	1,403,500	1.25	%
Randall Oliphant	96,377,051	85.71	%	16,064,380	14.29	%
The Hon. David Peterson	106,462,106	94.68	%	5,979,325	5.32	%

Corporate Summary

Franco-Nevada is a gold-focused royalty and stream company.  The Company has a diversified portfolio of cash-flow producing assets and interests in some of the largest development projects in the world.  Its business model provides investors with exploration optionality while limiting exposure to operating and capital cost risks.  Franco-Nevada has substantial cash with no debt and is generating cash flow from its portfolio that is being used to expand its portfolio and pay dividends. Franco-Nevada’s common shares trade under the symbol FNV on both the Toronto and New York stock exchanges.

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

Stefan Axell	Sandip Rana
Manager, Investor Relations	Chief Financial Officer
416-306-6328	416-306-6303
info@franco-nevada.com

EX-99.2

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 7, 2014 (the “Meeting”). The total number of shares voted was 119,062,618 or 80.85% 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 eight nominees was elected to hold office until the next annual meeting of the shareholders or until his successor is elected or appointed. This vote was conducted by a show of hands. The report on proxies indicated:
	Nominee	Votes For	% For		Votes Withheld	% Withheld
	Pierre Lassonde	110,257,827	98.06	%	2,183,604	1.94	%
	David Harquail	110,852,872	98.59	%	1,588,560	1.41	%
	Tom Albanese	109,436,003	97.33	%	3,005,428	2.67	%
	Derek W. Evans	111,458,934	99.13	%	982,498	0.87	%
	Graham Farquharson	110,823,963	98.56	%	1,617,468	1.44	%
	Louis Gignac	111,037,932	98.75	%	1,403,500	1.25	%
	Randall Oliphant	96,377,051	85.71	%	16,064,380	14.29	%
	The Hon. David R. Peterson	106,462,106	94.68	%	5,979,325	5.32	%
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. This vote was conducted by a show of hands. The report on proxies indicated “for” 118,930,951 (99.89%) and “withheld” 130,570 (0.11%).
“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. This advisory vote was conducted by a show of hands. The report on proxies indicated “for” 106,999,311 (95.16%) and “against” 5,442,118 (4.84%).

DATED as of this 8th day of May, 2014.

FRANCO-NEVADA CORPORATION

“Lloyd Hong”

Name: Lloyd Hong

Title: Chief Legal Officer & Corporate Secretary