EX-99.2 3 a14-12078_2ex99d2.htm 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