Franco-Nevada (FNV) shareholders re-elect full board and approve Say-on-Pay

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Franco-Nevada Corporation reported the results of its 2026 annual and special meeting of shareholders. All nine director nominees listed in the management proxy circular were elected, each receiving at least 95.91% of votes cast, with several above 99% support.

Shareholder participation was strong, with 157,212,921 shares voted, representing 81.54% of issued and outstanding shares. PricewaterhouseCoopers LLP was reappointed as auditor with 98.32% of votes cast "for". A non-binding "Say-on-Pay" advisory resolution on executive compensation was accepted, receiving 91.33% support.

Key Figures

Shares voted: 157,212,921 shares Tom Albanese support: 145,825,750 votes (96.79% for) Paul Brink support: 150,338,527 votes (99.79% for) +4 more

7 metrics

Shares voted 157,212,921 shares Total shares voted at May 12, 2026 meeting (81.54% of issued and outstanding)

Tom Albanese support 145,825,750 votes (96.79% for) Director election result for Tom Albanese

Paul Brink support 150,338,527 votes (99.79% for) Director election result for Paul Brink

Lowest director support 95.91% for Support level for director Derek W. Evans

Auditor vote 154,578,506 for (98.32%) Reappointment of PricewaterhouseCoopers LLP as auditor

Say-on-Pay support 137,592,742 for (91.33%) Advisory vote on executive compensation approach

Say-on-Pay against 13,067,560 against (8.67%) Opposition to executive compensation advisory resolution

Key Terms

Say-on-Pay, management proxy circular, royalty and streaming company, National Instrument 51-102 – Continuous Disclosure Obligations

4 terms

Say-on-Pay financial

"“Say-on-Pay” advisory resolution regarding the Corporation’s approach to executive compensation..."

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.

management proxy circular regulatory

"the nominees listed in the management proxy circular for the 2026 Annual and Special Meeting..."

A management proxy circular is a detailed briefing packet mailed or posted to shareholders before a company meeting that asks them to vote on key matters. It lays out agenda items, background information, management’s recommendations, pay and board candidate details, and instructions for authorizing someone to vote on your behalf. Investors use it like an agenda plus briefing notes to decide how votes could affect who controls the company, its strategy and future returns.

royalty and streaming company financial

"the leading gold-focused royalty and streaming company with the largest and most diversified portfolio..."

National Instrument 51-102 – Continuous Disclosure Obligations regulatory

"This report is being filed pursuant to section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations..."

A Canadian securities regulation that requires publicly traded companies to keep the market informed by regularly filing financial reports and promptly announcing any important developments that could affect their share price. It’s like a rule that makes firms send both scheduled progress reports and immediate alerts about major news so investors can make timely decisions based on the same information. Complying with these obligations helps maintain fair, transparent markets and reduces surprises for investors.

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

05/13/2026 - 05:18 PM

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 001-35286

FRANCO-NEVADA CORPORATION

(Translation of registrant’s name into English)

199 Bay Street, Suite 2000, P.O. Box 285, Commerce Court Postal Station, Toronto, Ontario, Canada M5L 1G9

(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 ☒

INDEX TO EXHIBITS


99.1	News Release dated May 13, 2026 – Franco-Nevada Announces Election of Directors

99.2	Annual and Special Meeting of Shareholders of Franco-Nevada Corporation – Report of Voting Results

SIGNATURE

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.

	FRANCO-NEVADA CORPORATION


	/s/ Lloyd Hong
Date: May 13, 2026	Lloyd Hong

	Chief Legal Officer & Corporate Secretary

Exhibit 99.1



NEWS RELEASE

NEWS RELEASE

Toronto, May 13, 2026

Franco-Nevada Announces Election of Directors

Franco-Nevada Corporation announced that the nominees listed in the management proxy circular for the 2026 Annual and Special Meeting of Shareholders were elected as directors of the Corporation. Detailed results of the vote for the election of directors held at the Annual Meeting yesterday in person and by webcast are set out below.


Nominee	Votes For	% For	Votes Against	% Against
Tom Albanese	145,825,750	96.79%	4,833,179	3.21%
Paul Brink	150,338,527	99.79%	321,778	0.21%
Hugo Dryland	149,727,488	99.38%	932,813	0.62%
Derek W. Evans	144,493,780	95.91%	6,165,148	4.09%
Dr. Catharine Farrow	148,416,564	98.51%	2,243,740	1.49%
Maureen Jensen	148,905,216	98.84%	1,755,088	1.16%
Jennifer Maki	148,516,087	98.58%	2,142,841	1.42%
Daniel Malchuk	149,958,725	99.53%	701,578	0.47%
Jacques Perron	150,299,737	99.76%	360,565	0.24%

Corporate Summary

Franco-Nevada Corporation is the leading gold-focused royalty and streaming company with the largest and most diversified portfolio of cash-flow producing assets. Its business model provides investors with gold price and exploration optionality while limiting exposure to cost inflation. Franco-Nevada is debt-free and uses its free cash flow to expand its portfolio and pay dividends. It trades under the symbol FNV on both the Toronto and New York stock exchanges. Franco-Nevada is the gold investment that works.

For more information, please visit our website at www.franco-nevada.com or contact:

Sandip Rana

Chief Financial Officer

416-306-6303

info@franco-nevada.com

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 12, 2026 (the “Meeting”). The total number of shares voted was 157,212,921 or 81.54% 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 nine 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 ballot confirmed shareholders voted as follows:

		Nominee	Votes For	% For	Votes Against	% Against
			Tom Albanese	145,825,750	96.79%	4,833,179	3.21%
			Paul Brink	150,338,527	99.79%	321,778	0.21%
			Hugo Dryland	149,727,488	99.38%	932,813	0.62%
			Derek W. Evans	144,493,780	95.91%	6,165,148	4.09%
			Dr. Catharine Farrow	148,416,564	98.51%	2,243,740	1.49%
			Maureen Jensen	148,905,216	98.84%	1,755,088	1.16%
			Jennifer Maki	148,516,087	98.58%	2,142,841	1.42%
			Daniel Malchuk	149,958,725	99.53%	701,578	0.47%
			Jacques Perron	150,299,737	99.76%	360,565	0.24%

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 ballot confirmed shareholders voted as follows: “for” 154,578,506 (98.32%) and “withheld” 2,634,414 (1.68%).

“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 ballot confirmed shareholders voted as follows: “for” 137,592,742 (91.33%) and “against” 13,067,560 (8.67%).


	DATED as of this 13th day of May, 2026.

	FRANCO-NEVADA CORPORATION


	/s/ Lloyd Hong
	Name: Lloyd Hong
	Title: Chief Legal Officer & Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Franco-Nevada (FNV) shareholders decide about the 2026 director elections?

Shareholders elected all nine director nominees for Franco-Nevada’s board. Each nominee received at least 95.91% support, with several above 99%, confirming broad shareholder backing for the existing board composition and its oversight of the company’s gold-focused royalty and streaming strategy.

How many Franco-Nevada (FNV) shares were voted at the May 12, 2026 meeting?

A total of 157,212,921 Franco-Nevada shares were voted at the meeting. This represented 81.54% of the company’s issued and outstanding shares, indicating high shareholder engagement in decisions on directors, auditors, and the advisory vote on executive compensation policies.

Were Franco-Nevada’s auditors reappointed at the 2026 shareholder meeting?

Yes, PricewaterhouseCoopers LLP was reappointed as Franco-Nevada’s auditor. Shareholders approved the appointment and authorized directors to set auditor remuneration, with 154,578,506 votes "for" (98.32%) and 2,634,414 votes "withheld" (1.68%) according to the reported ballot results.

How did Franco-Nevada (FNV) shareholders vote on the Say-on-Pay resolution?

Shareholders accepted Franco-Nevada’s approach to executive compensation in an advisory Say-on-Pay vote. The resolution received 137,592,742 votes "for" (91.33%) and 13,067,560 votes "against" (8.67%), indicating strong but not unanimous support for the company’s compensation framework.

What were the strongest-supported director votes at Franco-Nevada’s 2026 meeting?

Several directors received exceptionally high support, including Paul Brink with 99.79% votes for and Jacques Perron with 99.76% for. Other nominees, such as Daniel Malchuk and Hugo Dryland, also received more than 99% of votes cast in favor of their election.

What type of company is Franco-Nevada (FNV) according to this report?

Franco-Nevada is described as a leading gold-focused royalty and streaming company. It highlights a diversified portfolio of cash-flow producing assets, a debt-free balance sheet, and a business model designed to offer gold price and exploration exposure while limiting cost inflation risk.

Filing Exhibits & Attachments

2 documents