EX-99.2 3 ex992.htm REPORT OF VOTING RESULTS

Exhibit 99.2

 

 

 

 

May 10, 2023

 

British Columbia Securities Commission

Alberta Securities Commission

Autorite des marche financiers

Manitoba Securities Commission

New Brunswick Securities Commission
Nova Scotia Securities Commission
Ontario Securities Commission
Registrar of Securities, Nunavut
Saskatchewan Securities Commission
Superintendent of Securities, Newfoundland and Labrador
Superintendent of Securities, Prince Edward Island
Superintendent of Securities, Yukon Territory
Superintendent of Securities, Northwest Territories
Toronto Stock Exchange

 

Re: Report of Voting Results

 

In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, we advise of the results of the voting on the matters submitted to the virtual annual general and special meeting (“Meeting”) of the shareholders of New Gold Inc. (“Company”) held on May 9, 2023.

 

The matters voted on at the Meeting and the results of the voting were as follows:

Item 1: Setting the size of the board of directors

On a vote by ballot, the number of directors of the Company is set at eight. In connection with the Meeting, valid proxies in respect of this resolution were received as follows:

 

Number of Shares Percentage of Votes Cast
Votes For Votes Against Votes For Votes Against
376,508,298 1,129,362 99.70 % 0.30 %

 

 

Item 2: Election of Directors

 

On a vote by ballot, each of the eight nominees in the Company’s management information circular dated March 24, 2023 (“Circular”) were elected as directors of the Company. In connection with the meeting, valid proxies in respect of this resolution were received as follows:

 

Director Nominee Number of Shares Percentage of Votes Cast
Votes For Votes Withheld Votes For Votes Withheld
Patrick Godin 375,353,392 2,284,268 99.40% 0.60%

 

 

 

New Gold Inc. Brookfield Place, 181 Bay Street, Suite 3320, Toronto, ON M5J 2T3T   +1 416 324 6000         F   +1 647 776 7554
  
www.newgold.com 

 

Director Nominee Number of Shares Percentage of Votes Cast
Votes For Votes Withheld Votes For Votes Withheld
Geoffrey Chater 374,964,364 2,673,297 99.29% 0.71%
Nicholas Chirekos 369,715,920 7,921,741 97.90 2.10%
Gillian Davidson 371,400,854 6,236,806 98.35% 1.65%
Thomas McCulley 374,714,760 2,922,900 99.23% 0.77%
Margaret Mulligan 374,421,102 3,216,558 99.15% 0.85%
Ian Pearce 358,660,190 18,977,471 94.97% 5.03%
Marilyn Schonberner 370,150,918 7,486,743 98.02% 1.98%

 

Item 3: Appointment of Auditor

 

On a vote by ballot, Deloitte LLP was appointed as the auditor of the Company to hold office until the close of the next annual meeting of shareholders or until their successors are appointed, and the directors of the Company were authorized to fix the remuneration of the auditor. In connection with the Meeting, valid proxies in respect of this resolution were received as follows:

 

Number of Shares Percentage of Votes Cast
Votes For Votes Withheld Votes For Votes Withheld
382,701,385 69,182,751 84.69% 15.31%

 

 

Item 4: Approval of amendments and approval of unallocated performance share units issuable under the long term incentive plan

 

On a vote by ballot, unallocated performance share units issuable under the Company’s long term incentive plan were approved and authorized until the date of the Company’s annual shareholders’ meeting to be held in 2026 (provided that such meeting is held on or before May 9, 2026). The Company received the following votes from shareholders in respect of this resolution:

 

Number of Shares Percentage of Votes Cast
Votes For Votes Against Votes For Votes Against
353,851,586 23,786,074 93.70 % 6.30 %

 

 

 

 

New Gold Inc. Brookfield Place, 181 Bay Street, Suite 3320, Toronto, ON M5J 2T3T   +1 416 324 6000         F   +1 647 776 7554
  
www.newgold.com 

 

Item 5: Say on Pay Advisory Vote

 

On a vote by ballot, the shareholders accepted the Board’s approach to executive compensation. The Company received the following votes from shareholders in respect of this resolution:

 

Number of Shares Percentage of Votes Cast
Votes For Votes Against Votes For Votes Against
255,628,226 122,008,434 67.69% 32.31%

 

 

Yours truly,
New Gold Inc.

/s/ Sean Keating

Sean Keating
Vice President, General Counsel
and Corporate Secretary

 

 

 

 

 

 

 

New Gold Inc. Brookfield Place, 181 Bay Street, Suite 3320, Toronto, ON M5J 2T3T   +1 416 324 6000         F   +1 647 776 7554
  
www.newgold.com