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Aris Mining (ARIS) AGM backs board, equity incentive plans and Say-on-Pay

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Aris Mining Corporation reported the results of its Annual General Meeting held on May 7, 2026. Shareholders representing 86,832,318 shares, or 42.09% of the 206,314,294 shares outstanding as of March 17, 2026, were present or represented.

All eight director nominees, including Neil Woodyer and David Garofalo, were elected, with support levels generally above 86% of votes cast. Shareholders also appointed KPMG LLP as auditor for the 2026 fiscal year.

Equity-based compensation plans received approval: the amended and restated restricted share unit plan (89.28% for), the performance share unit plan (98.22% for) and the incentive stock option plan (69.28% for). A non-binding Say-on-Pay resolution on executive compensation passed with 87.10% support.

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Shares outstanding 206,314,294 shares Issued and outstanding as of March 17, 2026 (record date)
Shares represented at AGM 86,832,318 shares (42.09%) Shares present or represented at May 7, 2026 meeting
Highest director support 99.73% for 86,598,397 votes Election of director Germán Arce
Auditor appointment support 85,646,362 votes (98.63%) Appointment of KPMG LLP for 2026 fiscal year
RSU plan approval 77,526,386 votes (89.28%) Amended and restated restricted share unit plan resolution
PSU plan approval 85,287,161 votes (98.22%) Amended and restated performance share unit plan resolution
Stock option plan approval 60,156,754 votes (69.28%) Amended and restated incentive stock option plan resolution
Say-on-Pay support 75,629,873 votes (87.10%) Non-binding advisory vote on executive compensation
National Instrument 51-102 regulatory
"In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations"
National Instrument 51-102 is a Canadian securities rule that requires public companies to regularly publish clear, standardized information about their finances and significant developments, such as quarterly and annual reports, management discussion and analysis, and notices of material changes. For investors it acts like a rule forcing businesses to keep their financial “windows” clear and up to date, making it easier to compare companies, spot risks, and make informed decisions.
restricted share unit plan financial
"approved the Company’s amended and restated restricted share unit plan, together with all unallocated share units"
A restricted share unit plan is a company program that promises employees or executives actual company shares or cash tied to the company’s stock, delivered later once conditions like continued employment or performance targets are met. Think of it as a delayed paycheck paid in stock that becomes fully owned only after certain milestones. Investors care because these awards can change the number of shares outstanding, affect reported costs, and align employee actions with shareholder value.
performance share unit plan financial
"approved the Company’s amended and restated performance share unit plan, together with all unallocated share units"
incentive stock option plan financial
"approved the Company’s amended and restated incentive stock option plan, together with all unallocated options"
A plan that gives employees the right to buy company shares at a fixed price after a vesting period, often with special tax treatment if the shares are held long enough. For investors it matters because these options can motivate and retain staff by tying pay to company performance, but they also increase the number of shares outstanding over time and can dilute existing shareholders and affect reported earnings — think of them as employee coupons for future ownership.
Say-on-Pay financial
"approved the Company’s non-binding shareholder advisory vote on executive compensation, also known as “Say-on-Pay”"
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2026

 

 

 

Commission File Number: 001-41794

 

 

 

Aris Mining Corporation

(Translation of registrant’s name into English)

 

 

 

SUITE 2400 - 1021 WEST HASTINGS ST., VANCOUVER, BC, CANADA V6E 0C3

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ¨     Form 40-F x

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ARIS MINING CORPORATION
     
  By: (s) Ashley Baker
    Ashley Baker
    Chief Legal Officer

 

Date: May 7, 2026

 

 

 

 

EXHIBIT INDEX

 

See the Exhibits listed below.

 

Exhibit Number Description
   
99.1 Report of Voting Results

 

 

 

 

 

Exhibit 99.1

 

ARIS MINING CORPORATION
(the “Company”)

 

Report of Voting Results
(Section 11.3 of National Instrument 51-102)

 

In accordance with section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, this report briefly describes the matters voted upon at the Annual General Meeting of the Company held in-person on May 7, 2026 (the “Meeting”) and the outcome of such votes.

 

Shares issued and outstanding as of March 17, 2026 (Record Date):   206,314,294 
Total shares represented at the Meeting:   86,832,318 
Percentage of issued and outstanding shares represented:   42.09%

 

1.Election of Directors

 

The shareholders voted by way of ballot and the following nominees were elected as directors to serve until the next annual meeting of shareholders of the Company or until their successors are duly elected or appointed:

 

Nominee  Votes For   % For   Votes Withheld   % Withheld 
Neil Woodyer   84,971,643    97.86    1,860,675    2.14 
David Garofalo   74,716,087    86.05    12,116,231    13.95 
Germán Arce   86,598,397    99.73    233,921    0.27 
Brigitte Baptiste   86,547,063    99.67    285,255    0.33 
Daniela Cambone   85,558,749    98.53    1,273,569    1.47 
Mónica de Greiff   84,933,285    97.81    1,899,033    2.19 
Gonzalo Hernández   83,834,736    96.55    2,997,582    3.45 
Attie Roux   78,742,682    90.68    8,089,636    9.32 

 

2.Appointment of Auditor

 

The shareholders voted by way of ballot and appointed KPMP LLP, as the auditor of the Company for the 2026 fiscal year and authorized the Board of the Company to set their remuneration. The voting results were as follows:

 

   Votes For   % For   Votes Withheld   % Withheld 
KPMG LLP   85,646,362    98.63    1,185,956    1.37 

 

3.RSU Plan Resolution

 

The shareholders voted by way of ballot and approved the Company’s amended and restated restricted share unit plan, together with all unallocated share units, rights or other entitlements pertaining to such plan. The voting results were as follows:

 

   Votes For   % For   Votes Withheld   % Withheld 
RSU Plan Resolution   77,526,386    89.28    9,305,931    10.72 

 

 

-2-

 

4.PSU Plan Resolution

 

The shareholders voted by way of ballot and approved the Company’s amended and restated performance share unit plan, together with all unallocated share units, rights or other entitlements pertaining to such plan. The voting results were as follows:

 

   Votes For   % For   Votes Withheld   % Withheld 
PSU Plan Resolution   85,287,161    98.22    1,545,156    1.78 

 

5.Stock Option Plan Resolution

 

The shareholders voted by way of ballot and approved the Company’s amended and restated incentive stock option plan, together with all unallocated options, rights or other entitlements pertaining to such stock option plan. The voting results were as follows:

 

   Votes For   % For   Votes Withheld   % Withheld 
Stock Option Plan Resolution   60,156,754    69.28    26,675,562    30.72 

 

6.Say-on-Pay Advisory Vote

 

The shareholders voted by way of ballot and approved the Company’s non-binding shareholder advisory vote on executive compensation, also known as “Say-on-Pay”. The voting results were as follows:

 

   Votes For   % For   Votes Withheld   % Withheld 
Say-on-Pay   75,629,873    87.10    11,202,445    12.90 

 

For additional information, please see the Company’s Notice of Meeting and Management Information Circular dated March 24, 2026, filed in connection with the Meeting.

 

 

 

 

FAQ

How many Aris (ARIS) shares were represented at the 2026 AGM?

Shareholders representing 86,832,318 Aris Mining shares attended or were represented at the AGM, equal to 42.09% of the 206,314,294 shares outstanding as of March 17, 2026.

Were all Aris (ARIS) director nominees elected at the 2026 AGM?

All eight director nominees for Aris Mining were elected to serve until the next annual meeting, with support levels ranging from 86.05% to 99.73% of votes cast by shareholders present.

Which auditor did Aris (ARIS) shareholders appoint for the 2026 fiscal year?

Aris Mining shareholders appointed KPMG LLP as the auditor for the 2026 fiscal year, with 85,646,362 votes (98.63%) in favor and 1,185,956 votes (1.37%) withheld at the meeting.

Did Aris (ARIS) shareholders approve the amended RSU and PSU plans?

Shareholders approved Aris Mining’s amended and restated restricted share unit plan with 89.28% support and the performance share unit plan with 98.22% support, including all unallocated units and related entitlements.

What was the vote outcome on Aris (ARIS) incentive stock option plan?

Aris Mining’s amended and restated incentive stock option plan was approved with 60,156,754 votes (69.28%) for and 26,675,562 votes (30.72%) withheld, covering all unallocated options and related entitlements.

How did Aris (ARIS) shareholders vote on Say-on-Pay in 2026?

Aris Mining’s non-binding Say-on-Pay advisory vote on executive compensation passed with 75,629,873 votes (87.10%) in favor and 11,202,445 votes (12.90%) withheld at the Annual General Meeting.

Filing Exhibits & Attachments

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