6-K

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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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

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   ◻ Form 40-F   ⌧

INDEX TO EXHIBITS

99.1	News Release dated May 2, 2024 – 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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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 2, 2024	Lloyd Hong
	Chief Legal Officer & Corporate Secretary

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EX-99.1

Exhibit 99.1  

NEWS RELEASE

Toronto, May 2, 2024

Franco-Nevada Announces Election of Directors

Franco-Nevada Corporation announced that the nominees listed in the management proxy circular for the 2024 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 person and by webcast are set out below.

Nominee	Votes For	% For	Votes Against	% Against
David Harquail	145,604,399	97.71%	3,416,503	2.29%
Paul Brink	148,578,196	99.70%	442,706	0.30%
Tom Albanese	146,705,927	98.45%	2,314,948	1.55%
Hugo Dryland	148,675,183	99.77%	345,658	0.23%
Derek W. Evans	133,231,350	89.40%	15,789,522	10.60%
Dr. Catharine Farrow	145,379,683	97.56%	3,641,121	2.44%
Maureen Jensen	147,599,972	99.05%	1,420,726	0.95%
Jennifer Maki	147,098,131	98.71%	1,922,668	1.29%
Jacques Perron	147,618,641	99.06%	1,402,251	0.94%

Corporate Summary

Franco-Nevada Corporation is the leading gold-focused royalty and streaming company with the largest and most diversified portfolio of cash-flow producing assets. Its business model provides investors with gold price and exploration optionality while limiting exposure to cost inflation. Franco-Nevada is debt-free and uses its free cash flow to expand its portfolio and pay dividends. It trades under the symbol FNV on both the Toronto and New York stock exchanges. Franco-Nevada is the gold investment that works.

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

Sandip Rana

Chief Financial Officer

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 1, 2024 (the “Meeting”). The total number of shares voted was 155,260,026 or 80.79% 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 nine nominees was elected to hold office until the next annual meeting of the shareholders or until his or her successor is elected or appointed. The report on ballot confirmed shareholders voted as follows:
	Nominee	Votes For	% For	Votes Against	% Against
	David Harquail	145,604,399	97.71%	3,416,503	2.29%
	Paul Brink	148,578,196	99.70%	442,706	0.30%
	Tom Albanese	146,705,927	98.45%	2,314,948	1.55%
	Hugo Dryland	148,675,183	99.77%	345,658	0.23%
	Derek W. Evans	133,231,350	89.40%	15,789,522	10.60%
	Dr. Catharine Farrow	145,379,683	97.56%	3,641,121	2.44%
	Maureen Jensen	147,599,972	99.05%	1,420,726	0.95%
	Jennifer Maki	147,098,131	98.71%	1,922,668	1.29%
	Jacques Perron	147,618,641	99.06%	1,402,251	0.94%
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. The report on ballot confirmed shareholders voted as follows: “for” 152,981,038 (98.53%) and “withheld” 2,278,986 (1.47%).
“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. On the advisory resolution, the report on ballot confirmed shareholders voted as follows: “for” 143,016,987 (95.97%) and “against” 6,007,216 (4.03%).

DATED as of this 2nd day of May, 2024.

FRANCO-NEVADA CORPORATION

/s/ Lloyd Hong

Name: Lloyd Hong

Title: Chief Legal Officer & Corporate Secretary