EX-99.2 3 a15-10907_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 6, 2015 (the “Meeting”). The total number of shares voted was 125,035,141 or 79.89% 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. This vote was conducted by a show of hands. The report on proxies indicated:
		Nominee		Votes For		% For		Votes Withheld		% Withheld
		Pierre Lassonde		115,559,120		97.97	%	2,396,571		2.03	%
		David Harquail		116,384,112		98.67	%	1,571,579		1.33	%
		Tom Albanese		115,650,156		98.05	%	2,305,535		1.95	%
		Derek W. Evans		117,812,359		99.88	%	143,332		0.12	%
		Graham Farquharson		116,349,017		98.64	%	1,606,674		1.36	%
		Dr. Catharine Farrow		117,810,749		99.88	%	144,942		0.12	%
		Louis Gignac		116,353,379		98.64	%	1,602,312		1.36	%
		Randall Oliphant		101,752,009		86.26	%	16,203,682		13.74	%
		The Hon. David R. Peterson		113,381,858		96.12	%	4,573,833		3.88	%
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” 124,893,468 (99.92%) and “withheld” 101,044 (0.08%).
Resolution to approve Advance Notice By-Law Amendment, as proposed in the management information circular for the Meeting.		The amendment to the Corporation’s By-Law No. 1 to require advance notice of director nominees from shareholders was approved. This vote was conducted by a show of hands. The report on proxies indicated “for” 116,112,326 (98.43%) and “against” 1,853,364 (1.57%).
Resolution to approve Quorum By-Law Amendment, as proposed in the management information circular for the Meeting.		The amendment to the Corporation’s By-Law No. 1 to increase the quorum required for a meeting of shareholders was approved. This vote was conducted by a show of hands. The report on proxies indicated “for” 117,663,509 (99.74%) and “against” 302,182 (0.26%).

“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” 101,545,405 (86.08%) and “against” 16,420,284 (13.92%).

DATED as of this 7th day of May, 2015.

FRANCO-NEVADA CORPORATION

“Lloyd Hong”

Name: Lloyd Hong

Title: Chief Legal Officer & Corporate Secretary