B2Gold (NYSE: BTG) AGM backs board, RSU plan and executive pay

Rhea-AI Filing Summary

B2Gold Corp. reported results from its annual general and special shareholders’ meeting held on June 4, 2026. Shareholders representing 842,480,659 common shares, or 63.06% of the 1,335,911,556 shares outstanding as of the record date, were present in person or by proxy.

All ten nominated directors were elected for the coming year, each receiving a strong majority of votes cast. Shareholders also approved the appointment of PricewaterhouseCoopers LLP as auditors, with 96.92% of votes in favour and 3.08% withheld.

The proposed maximum increase to the Restricted Share Unit Plan received broad backing, with 95.71% of votes in favour and 4.29% against. The advisory vote on executive compensation passed with 70.46% support and 29.54% opposed, indicating overall approval with a notable minority expressing concerns.

Insights

Corporate governance analyst

Shareholders backed all proposals, but executive pay support was relatively lower.

Shareholders of B2Gold elected the full slate of ten directors and reappointed PricewaterhouseCoopers LLP as auditors with 96.92% support, signaling broad confidence in the board and the company’s financial oversight.

The maximum increase to the Restricted Share Unit Plan drew very strong support at 95.71%, suggesting investors are comfortable with equity-based incentives. However, the advisory vote on executive compensation passed with 70.46% in favour and 29.54% against, showing some shareholders have reservations about pay practices.

This mix of outcomes points to generally solid governance backing, while the lower margin on executive compensation may encourage continued dialogue between the board and shareholders in future meetings and disclosures.

Key Figures

Shares outstanding: 1,335,911,556 common shares Shares represented: 842,480,659 shares (63.06%) Auditor approval: 816,565,526 votes (96.92%) in favour +3 more

6 metrics

Shares outstanding 1,335,911,556 common shares Issued and outstanding as of record date for June 4, 2026 meeting

Shares represented 842,480,659 shares (63.06%) Shares present in person or by proxy at June 4, 2026 meeting

Auditor approval 816,565,526 votes (96.92%) in favour Appointment of PricewaterhouseCoopers LLP as auditors

RSU Plan maximum increase approval 721,203,538 votes (95.71%) in favour Restricted Share Unit Plan maximum increase resolution

Executive compensation advisory support 539,900,518 votes (70.46%) in favour Say-on-pay style advisory vote on executive compensation

Executive compensation opposition 222,595,366 votes (29.54%) against Advisory vote on executive compensation

Key Terms

National Instrument 51-102, Restricted Share Unit Plan, Advisory Vote on Executive Compensation, annual general and special meeting, +1 more

5 terms

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

"Item 3: Restricted Share Unit Plan (“RSU”) Maximum Increase"

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 Executive Compensation financial

"Item 4: Advisory Vote on Executive Compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

annual general and special meeting regulatory

"matters submitted to the annual general and special meeting of shareholders"

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.

Common Shares financial

"issued and outstanding common shares of the Company (“Common Shares”)"

Common shares are the basic units of ownership in a company that give holders a claim on profits and a right to vote on key matters, like electing the board. Think of them as membership cards in a club: they let you share in successes and losses, but in a bankruptcy or liquidation they are paid after creditors and preferred shareholders, so their value can swing more and matters for assessing risk and potential return.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 6-K: How Foreign Companies Report to the SEC →

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

Canada

(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        x Form 40-F

.

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 8, 2026	By:	/s/ Randall Chatwin
	Name:	Randall Chatwin
	Title:	Senior Vice President, Legal and Corporate Communications

EXHIBIT INDEX

Exhibit		Description
99.1		AGM Voting Results – June  4, 2026

Exhibit 99.1

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS OF B2GOLD CORP.

REPORT OF VOTING RESULTS

In accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, we hereby advise of the results of the voting on the matters submitted to the annual general and special meeting of shareholders of B2Gold Corp. (the “Company”) held on June 4, 2026 (total shares represented in person or by proxy being 842,480,659 of the 1,335,911,556 issued and outstanding common shares of the Company (“Common Shares”) as at the record date, which constitutes 63.06% of such Common Shares).

Item 1: Election of Directors

The following individuals were elected as directors of the Company to hold office for the ensuing year or until their successors are elected or appointed, and the total votes cast by all shareholders of the Company present in person or by proxy were as follows:

		TOTAL VOTES IN FAVOUR				TOTAL VOTES WITHHELD				STATUS
Kelvin Dushnisky			715,435,470				38,062,918				Elected
Michael Cinnamond			696,212,073				57,286,315				Elected
Gregory Barnes			722,691,189				30,807,200				Elected
Kevin Bullock			730,864,414				22,633,974				Elected
Liane Kelly			737,643,137				15,855,252				Elected
Jerry Korpan			731,183,526				22,314,863				Elected
Thabile Makgala			747,216,108				6,282,281				Elected
Basie Maree			747,246,102				6,252,287				Elected
Mary-Lynn Oke			722,209,981				31,288,407				Elected
Robin Weisman			738,406,405				15,091,983				Elected

2

Item 2: Appointment of Auditors

PricewaterhouseCoopers LLP, Chartered Accountants, were appointed the auditors of the Company to hold office until the close of the next annual meeting of shareholders or until their successors are appointed, at a remuneration to be fixed by the directors of the Company. The total votes cast by all shareholders of the Company present in person or by proxy were as follows:

		TOTAL VOTES IN FAVOUR								TOTAL VOTES WITHHELD
Appointment of Auditors			816,565,526				96.92	%			25,912,631				3.08	%

Item 3: Restricted Share Unit Plan (“RSU”) Maximum Increase

The total votes cast by all shareholders of the Company present in person or by proxy, on the RSU Plan Maximum Increase, as more particularly described in the Management Information Circular of the Company dated April 13, 2026, were as follows:

		TOTAL VOTES IN FAVOUR								TOTAL VOTES AGAINST
RSU Plan Maximum Increase			721,203,538				95.71	%			32,292,346				4.29	%

Item 4: Advisory Vote on Executive Compensation

The total votes cast by all shareholders of the Company present in person or by proxy, on the Advisory Vote on Executive Compensation, as more particularly described in the Management Information Circular of the Company dated April 13, 2026, were as follows:

		TOTAL VOTES IN FAVOUR								TOTAL VOTES AGAINST
Advisory Vote on Executive Compensation			539,900,518				70.46	%			222,595,366				29.54	%

DATED at Vancouver, British Columbia this 5^th day of June, 2026.

B2GOLD CORP.

Signed: “M. Cinnamond”

Michael Cinnamond
President & Chief Executive Officer

FAQ

How many B2Gold (BTG) shares were represented at the June 4, 2026 AGM?

842,480,659 common shares were represented at the meeting. This equals 63.06% of B2Gold’s 1,335,911,556 issued and outstanding common shares as of the record date, indicating a strong level of shareholder participation in the 2026 annual general and special meeting.

Were all B2Gold (BTG) director nominees elected at the 2026 AGM?

Yes, all ten nominated directors were elected. Each director candidate, including Kelvin Dushnisky, Kevin Bullock, and others, received a clear majority of votes cast in favour, and will hold office for the ensuing year or until successors are elected or appointed.

Did B2Gold (BTG) shareholders approve the auditors at the 2026 AGM?

Yes, shareholders approved PricewaterhouseCoopers LLP as auditors. The appointment received 816,565,526 votes in favour, equal to 96.92%, with 25,912,631 votes withheld, or 3.08%. The firm will serve until the close of the next annual meeting.

What was the B2Gold (BTG) vote on the RSU Plan maximum increase in 2026?

The RSU Plan maximum increase was strongly approved. Shareholders cast 721,203,538 votes in favour, or 95.71%, and 32,292,346 votes against, or 4.29%. This indicates broad support for expanding the Restricted Share Unit Plan’s maximum share-based incentive capacity.

How did B2Gold (BTG) shareholders vote on executive compensation in 2026?

The advisory vote on executive compensation passed with 70.46% support. A total of 539,900,518 votes were in favour and 222,595,366 votes, or 29.54%, were against. This shows overall approval but with a meaningful minority expressing concerns about pay structures.

What regulatory standard governed B2Gold’s 2026 voting results disclosure?

The results were reported under National Instrument 51-102. Specifically, B2Gold disclosed its AGM voting outcomes in accordance with Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations, which sets requirements for reporting shareholder meeting results in Canada.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 EXHIBIT 99.1 31.1 KB