EX-99.2 3 ex-99d2.htm EX-99.2 fnv_Ex99_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 8, 2019 (the “Meeting”). The total number of shares voted was 133,061,636 or 71.13% 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
121,459,000

97.80%
2,733,976

2.20%

 

David Harquail
123,850,572

99.72%
342,404

0.28%

 

Tom Albanese
124,056,759

99.89%
136,217

0.11%

 

Derek W. Evans
123,839,973

99.72%
353,003

0.28%

 

Dr. Catharine Farrow
123,826,788

99.71%
366,188

0.29%

 

Louis Gignac
123,442,193

99.40%
750,783

0.60%

 

Jennifer Maki
124,102,920

99.93%
90,056

0.07%

 

Randall Oliphant
123,731,625

99.63%
461,351

0.37%

 

The Hon. David R. Peterson
117,918,474

94.95%
6,274,502

5.05%

 

 

 

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” 132,440,327 (99.54%) and “withheld” 609,422  (0.46%).

 

 

 

“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” 112,811,085  (90.84%) and “against” 11,381,892  (9.16%).

 

 

 

 

DATED as of this 9th day of May, 2019.

 

 

 

FRANCO-NEVADA CORPORATION

 

 

 

 

 

/s/ Lloyd Hong

 

Name: Lloyd Hong

 

Title: Chief Legal Officer & Corporate Secretary