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[6-K] B2GOLD CORP Current Report (Foreign Issuer)

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

Rhea-AI Filing Summary

B2Gold Corp. reported the results of its 2026 Annual General and Special Meeting, where shareholders voted on directors and key governance matters. A total of 842,480,659 common shares were voted, representing 63.06% of all outstanding shares, indicating solid participation.

Shareholders elected all ten director nominees, each receiving between 92.40% and 99.17% of votes cast in favour. They also approved the appointment of PricewaterhouseCoopers LLP as auditor with 96.92% support and matters related to the Restricted Share Unit Plan with 95.71% support.

The advisory vote on the Company’s approach to executive compensation received 70.46% of votes in favour. B2Gold highlighted that all items of business at the meeting were approved, confirming broad shareholder backing for the current board and governance structure.

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Shares voted 842,480,659 shares Voted at 2026 Annual General and Special Meeting; 63.06% of outstanding
Meeting turnout 63.06% Percentage of votes attached to all outstanding common shares represented at the meeting
PwC auditor approval 96.92% Votes cast in favour of appointing PricewaterhouseCoopers LLP as auditor
RSU plan approval 95.71% Votes cast in favour of matters relating to the Restricted Share Unit Plan
Say-on-pay support 70.46% Votes cast in favour of the advisory vote on the Company’s approach to executive compensation
Highest director support 99.17% Votes in favour for director nominees Thabile Makgala and DCS (Baise) Maree
Lowest director support 92.40% Votes in favour for director nominee Michael Cinnamond
Annual General and Special Meeting financial
"B2Gold Announces Voting Results from its 2026 Annual General and Special Meeting"
A combined annual general and special meeting is a formal gathering of a company’s shareholders to handle routine yearly business—like approving financial statements and electing directors—and to decide on one-off or significant matters that need shareholder approval, such as major asset sales or changes to corporate rules. Investors care because votes cast there can change who runs the company, alter its strategy or capital structure, and signal broader shareholder support or opposition, much like homeowners voting on routine upkeep and a special renovation in a neighborhood association.
Management Information Circular financial
"The ten director nominees listed in B2Gold’s Management Information Circular dated April 13, 2026"
A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.
Restricted Share Unit Plan financial
"to approve certain matters relating to the Company’s Restricted Share Unit Plan were approved"
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.
Advisory Vote on the Company’s approach to Executive Compensation financial
"The resolution regarding the Advisory Vote on the Company’s approach to Executive Compensation was approved"
foreign private issuer regulatory
"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
Form 6-K regulatory
"Form 6-K REPORT OF FOREIGN PRIVATE ISSUER"
A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.
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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 June 2026

Commission File Number: 001-35936

B2Gold Corp.
(Translation of registrant's name into English)

British Columbia, Canada
(Jurisdiction of incorporation or organization)

Suite 3400, Park Place
666 Burrard Street
Vancouver, British Columbia V6C 2X8

(Address of principal executive office)

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 ]


DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

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.

 B2Gold Corp.
   
  
Date: June 5, 2026 By: /s/ Randall Chatwin                     
  Name: Randall Chatwin
  Title: Senior Vice President, Legal and Corporate Communications
  


EXHIBIT INDEX

 

Exhibit Number Description
  
99.1 Press Release dated June 5, 2026

EXHIBIT 99.1

B2Gold Announces Voting Results from its 2026 Annual General and Special Meeting

VANCOUVER, British Columbia, June 05, 2026 (GLOBE NEWSWIRE) -- B2Gold Corp. (TSX: BTO, NYSE AMERICAN: BTG, NSX: B2G) (“B2Gold” or the “Company”) is pleased to announce the voting results from its Annual General and Special Meeting of Shareholders (the “Meeting”) held on Thursday, June 4, 2026. A total of 842,480,659 common shares were voted at the Meeting, representing 63.06% of the votes attached to all outstanding common shares.

Shareholders voted overwhelmingly in favor of all items of business before the Meeting. The ten director nominees listed in B2Gold’s Management Information Circular (the “Circular”) dated April 13, 2026, were elected as directors of B2Gold to hold office for the ensuing year or until their successors are elected or appointed. Detailed results of the vote for each director are set out below:

NameTotal Votes in FavourTotal Votes Withheld
Kelvin Dushnisky715,435,470 (94.95%)38,062,918 (5.05%)
Greg Barnes722,691,189 (95.91%)30,807,200 (4.09%)
Kevin Bullock730,864,414 (97.00%)22,633,974 (3.00%)
Michael Cinnamond696,212,073 (92.40%)57,286,315 (7.60%)
Liane Kelly737,643,137 (97.90%)15,855,252 (2.10%)
Jerry Korpan731,183,526 (97.04%)22,314,863 (2.96%)
Thabile Makgala747,216,108 (99.17%)6,282,281 (0.83%)
DCS (Baise) Maree747,246,102 (99.17%)6,252,287 (0.83%)
Mary-Lynn Oke722,209,981 (95.85%)31,288,407 (4.15%)
Robin Weisman738,406,405 (98.00%)15,091,983 (2.00%)


The resolutions to appoint PricewaterhouseCoopers LLP as auditor of the Company and to approve certain matters relating to the Company’s Restricted Share Unit Plan were approved with 96.92% and 95.71%, respectively, of votes cast in favor.

The resolution regarding the Advisory Vote on the Company’s approach to Executive Compensation was approved with 70.46% of votes cast in favor.

A report on all items of business voted on at the Meeting will be filed on Sedar+ at www.sedarplus.com.

About B2Gold

B2Gold is a responsible international gold producer headquartered in Vancouver, Canada. Founded in 2007, today, B2Gold has operating gold mines in Canada, Mali, Namibia and the Philippines, and numerous development and exploration projects in various countries.

ON BEHALF OF B2GOLD CORP.

Mike Cinnamond
President & Chief Executive Officer

The Toronto Stock Exchange and NYSE American LLC neither approve nor disapprove the information contained in this news release.

For more information on B2Gold please visit the Company website at www.b2gold.com or contact:

Michael McDonald
SVP, Chief Financial Officer
+1 604-681-8371
investor@b2gold.com

Cherry DeGeer
Director, Corporate Communications
+1 604-681-8371
investor@b2gold.com

Filing Exhibits & Attachments

1 document