EX-99.2 3 tmb-20200507xex99d2.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 6, 2020 (the “Meeting”). The total number of shares voted was 154,350,250 or 81.49% 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 eleven 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 proxies confirmed shareholders voted as follows:

 

 

 

 

 

Nominee

Votes For

% For

Votes
Withheld

%  
Withheld

 

David Harquail
136,237,484

94.77%
7,515,373

5.23%

 

Paul Brink
142,952,173

99.44%
800,684

0.56%

 

Tom Albanese
143,705,092

99.97%
47,765

0.03%

 

Derek W. Evans
142,580,720

99.18%
1,172,137

0.82%

 

Dr. Catharine Farrow
142,525,541

99.15%
1,227,316

0.85%

 

Louis Gignac
140,577,674

97.79%
3,175,183

2.21%

 

Maureen Jensen
143,676,911

99.95%
75,946

0.05%

 

Jennifer Maki
143,676,298

99.95%
76,559

0.05%

 

Randall Oliphant
142,013,374

98.79%
1,739,483

1.21%

 

The Hon. David R. Peterson
139,086,695

96.75%
4,666,162

3.25%

 

Elliott Pew
143,081,000

99.53%
671,857

0.47%

 

 

 

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 proxies confirmed shareholders voted as follows:  “for” 151,852,355 (99.17%) and “withheld” 1,273,293  (0.83%).

 

 

 

“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 proxies confirmed shareholders voted as follows:  “for” 137,590,978  (95.71%) and “against” 6,161,871  (4.29%).

 

 

 

 

DATED as of this 7th day of May, 2020.

 

 

 

FRANCO-NEVADA CORPORATION

 

 

 

 

 

/s/ Lloyd Hong

 

Name: Lloyd Hong

 

Title: Chief Legal Officer & Corporate Secretary