Caledonia Mining (CMCL) shareholders approve board slate and appoint new chairman

Rhea-AI Filing Summary

Caledonia Mining Corporation Plc reported the results of its annual general meeting, where shareholders representing 56.47% of outstanding voting shares were present or represented. All director nominees from resolutions 1(a) to 1(i) were reappointed, each receiving a strong majority of votes cast in favour.

Shareholders also approved the reappointment of BDO South Africa Inc as auditor and authorised directors to set the auditor’s remuneration. Ms. Gadzikwa, Mr. Wylie, Ms. Wildschutt, and Ms. Goldwasser were reappointed to the Audit Committee.

As part of a previously announced succession plan, John Kelly stepped down as Chairman immediately after the meeting and July Ndlovu was appointed Chairman. Former director Nick Clarke did not stand for re-election and left the Board following the AGM.

Key Figures

AGM attendance: 103 shareholders; 56.47% voting shares Votes for CEO director reappointment: 8,836,458 votes; 99.34% for Votes for new Chairman’s reappointment: 8,810,492 votes; 99.08% for +1 more

4 metrics

AGM attendance 103 shareholders; 56.47% voting shares Shareholders present in person or by proxy at AGM

Votes for CEO director reappointment 8,836,458 votes; 99.34% for Proxy votes for reappointment of Mark Learmonth as director

Votes for new Chairman’s reappointment 8,810,492 votes; 99.08% for Proxy votes for reappointment of July Ndlovu as director

Lowest director support in slate 88.09%–89.74% for Range of support for Wylie and Gadzikwa reappointments

Key Terms

annual general meeting, Audit Committee, proxy votes, succession plan, +1 more

5 terms

annual general meeting financial

"announces the results of its annual general meeting of shareholders (the “AGM”)"

Audit Committee financial

"Ms. Gadzikwa, Mr. Wylie, Ms. Wildschutt, and Ms. Goldwasser were reappointed as members of the Audit Committee"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

proxy votes financial

"The table below shows the proxy votes received on resolutions 1(a) to 1(i)"

succession plan financial

"in respect of an anticipated change of Chairman as part of the Board’s succession plan"

auditor financial

"BDO South Africa Inc was reappointed as the auditor of the Company for the ensuing year"

An auditor is an independent professional who examines a company’s financial records, accounting systems, and internal controls to confirm that reported numbers are accurate and follow the rules. For investors, an auditor’s review is like a third‑party inspector for a house: it reduces the risk of hidden problems, makes financial statements more trustworthy, and helps investors judge whether a company’s reported results reflect reality.

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
Of the Securities Exchange Act of 1934

For the month of May 2026
Commission File Number: 001-38164

CALEDONIA MINING CORPORATION PLC
(Translation of registrant's name into English)

2 Mulcaster Street
St Helier
Jersey JE2 3NJ
(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 ☐

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.

		CALEDONIA MINING CORPORATION PLC
		(Registrant)
Date: May 5, 2026		/s/ JOHN MARK LEARMONTH
		John Mark Learmonth
		CEO and Director

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EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release dated May 5, 2026

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Exhibit 99.1

Caledonia Mining Corporation Plc

(NYSE American, AIM and VFEX: CMCL)

Results of Annual General Meeting and Appointment of New Chairman

St Helier, May 5, 2026: Caledonia Mining Corporation Plc ("the Company") announces the results of its annual general meeting of shareholders (the “AGM”) held at St Helier, Jersey today, and the appointment by the board of directors (the “Board”) of a new chairman of the Board (the “Chairman”).

The total number of shareholders present in person or by proxy at the AGM was 103, representing 56.47% of the Company’s outstanding voting shares.

The table below shows the proxy votes received on resolutions 1(a) to 1(i), which were duly passed by a show of hands, to reappoint the nominees proposed for re-election as directors:

Nominee	Vote type	Voted	%
Mark Learmonth	For	8,836,458	99.34%
	Against	58,660	0.66%
	Abstain	8,029
John Kelly	For	8,543,666	96.05%
	Against	351,060	3.95%
	Abstain	8,421
Geralda Wildschutt	For	7,842,949	88.21%
	Against	1,048,033	11.79%
	Abstain	12,165
Gordon Wylie	For	7,833,260	88.09%
	Against	1,059,027	11.91%
	Abstain	10,860
Victor Gapare	For	8,697,533	97.81%
	Against	195,154	2.19%
	Abstain	10,460
Tariro Gadzikwa	For	7,979,026	89.74%
	Against	911,768	10.26%
	Abstain	12,353
Stefan Buys	For	8,722,326	98.09%
	Against	170,102	1.91%
	Abstain	10,719
Lesley Goldwasser	For	7,952,490	89.45%
	Against	938,427	10.55%
	Abstain	12,230
July Ndlovu	For	8,810,492	99.08%
	Against	82,191	0.92%
	Abstain	10,464

Head and Registered Office: Caledonia Mining Corporation Plc

2 Mulcaster Street, St Helier, Jersey, Channel Islands, JE2 3NJ

info@caledoniamining.com | | www.caledoniamining.com

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Further resolutions 2 and 3 were also passed at the AGM so that:

	·	BDO South Africa Inc was reappointed as the auditor of the Company for the ensuing year and the directors were authorised to approve their remuneration; and
	·	Ms. Gadzikwa, Mr. Wylie, Ms. Wildschutt, and Ms. Goldwasser were reappointed as members of the Audit Committee.

Board Changes

As announced by the Company on April 30, 2026 in respect of an anticipated change of Chairman as part of the Board’s succession plan, Mr Kelly stood down as Chairman and Mr Ndlovu was duly appointed by the Board as Chairman immediately following the AGM.

The Company also announces that Nick Clarke did not stand for re-election as a director at the AGM and therefore left the Board with effect from the AGM.

Mr Clarke has made a valuable contribution to Caledonia during his time on the Board, bringing extensive technical expertise and industry experience, and providing insight and guidance as the Company continued to deliver at Blanket Mine and advance its growth strategy.

July Ndlovu, Chairman of Caledonia, said:

“On behalf of the Board and management team, I would like to thank Nick for his significant contribution to Caledonia since he joined the Board in 2019. His depth of mining experience and technical knowledge have been greatly valued, and his advice and support have been important to the Company over a number of years. We wish him all the very best for the future.”

The full text of each resolution proposed at the AGM, together with explanatory notes, are set out in the notice of AGM and management information circular dated March 26, 2026 which are available on the Company's website at:

https://www.caledoniamining.com/investors/shareholder-information/#shareholder-meeting-documents

For further information please contact:

Caledonia Mining Corporation Plc Mark Learmonth Camilla Horsfall	Tel: +44 1534 679 800 Tel: +44 7817 841 793
Cavendish Capital Markets Limited (Nomad and Broker) Adrian Hadden Pearl Kellie	Tel: +44 207 397 1965 Tel: +44 131 220 9775
Camarco, Financial PR (UK) Gordon Poole Elfie Kent	Tel: +44 20 3757 4980
Curate Public Relations (Zimbabwe) Debra Tatenda	Tel: +263 77802131
IH Securities (Private) Limited (VFEX Sponsor - Zimbabwe) Lloyd Mlotshwa	Tel: +263 (242) 745 119/33/39

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FAQ

What did Caledonia Mining (CMCL) shareholders approve at the May 2026 AGM?

Shareholders approved all director reappointment resolutions and two additional resolutions. They reappointed all nominated directors, confirmed BDO South Africa Inc as auditor with directors setting its remuneration, and reappointed four directors to the Audit Committee for the ensuing year.

How many Caledonia Mining (CMCL) shares were represented at the 2026 AGM?

A total of 103 shareholders were present in person or by proxy, representing 56.47% of Caledonia Mining’s outstanding voting shares. This turnout provided sufficient participation for the company to proceed with and pass the AGM resolutions by a show of hands.

Who was appointed as the new Chairman of Caledonia Mining (CMCL)?

July Ndlovu was appointed Chairman of Caledonia Mining’s Board immediately following the AGM. He succeeded John Kelly, who stood down as Chairman as part of a previously announced Board succession plan outlined by the company on April 30, 2026.

Which Caledonia Mining (CMCL) director left the Board after the 2026 AGM?

Nick Clarke left the Board after not standing for re-election at the AGM. The company highlighted his valuable contribution since 2019, citing his technical mining expertise, industry experience, and guidance in supporting operations at Blanket Mine and the broader growth strategy.

Which directors were reappointed to Caledonia Mining’s Audit Committee?

Shareholders approved the reappointment of Ms. Tariro Gadzikwa, Mr. Gordon Wylie, Ms. Geralda Wildschutt, and Ms. Lesley Goldwasser to the Audit Committee. Their continued roles support oversight of financial reporting and audit matters for the company in the forthcoming year.

How strong was support for Caledonia Mining (CMCL) director nominees at the AGM?

Support was high across nominees, with several directors exceeding 95% of votes cast in favour. For example, Chairman-designate July Ndlovu received 99.08% of votes for, while CEO Mark Learmonth received 99.34% of votes cast in favour of his reappointment.

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE 38.4 KB