EX-99.2 3 a16-10679_1ex99d2.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 4, 2016 (the “Meeting”). The total number of shares voted was 98,955,604 or 55.78% 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

 

88,428,940

 

96.59

%

3,117,212

 

3.41

%

 

 

David Harquail

 

91,486,198

 

99.93

%

59,954

 

0.07

%

 

 

Tom Albanese

 

89,926,851

 

98.23

%

1,619,301

 

1.77

%

 

 

Derek W. Evans

 

91,477,030

 

99.92

%

69,122

 

0.08

%

 

 

Graham Farquharson

 

91,207,472

 

99.63

%

338,680

 

0.37

%

 

 

Dr. Catharine Farrow

 

90,193,580

 

98.52

%

1,352,572

 

1.48

%

 

 

Louis Gignac

 

91,195,005

 

99.62

%

351,147

 

0.38

%

 

 

Randall Oliphant

 

85,871,592

 

93.80

%

5,674,561

 

6.20

%

 

 

The Hon. David R. Peterson

 

88,912,446

 

97.12

%

2,633,706

 

2.88

%

 

 

 

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” 98,876,300 (99.92%) and “withheld” 74,577 (0.08%).

 

 

 

“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” 84,900,468 (92.74%) and “against” 6,645,680 (7.26%).

 

 

 

DATED as of this 5th day of May, 2016.

 

 

 

FRANCO-NEVADA CORPORATION

 

 

 

 

 

“Lloyd Hong”

 

Name: Lloyd Hong

 

Title: Chief Legal Officer & Corporate Secretary