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Proxy advisors back all Galiano Gold (GAU) resolutions ahead of June 11 meeting

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

Rhea-AI Filing Summary

Galiano Gold Inc. filed a report highlighting that independent proxy advisors ISS and Glass Lewis recommend shareholders vote FOR all resolutions at its upcoming Annual General and Special Meeting. The virtual meeting is scheduled for June 11, 2026 at 10:00 a.m. PDT.

Shareholders will be asked to fix the board at eight directors, elect directors for the coming year, re-appoint the auditor and approve its remuneration, approve Galiano’s Omnibus Equity Incentive Plan, and pass a non-binding advisory resolution on executive compensation. The board unanimously supports all proposals and provides detailed voting instructions for registered and beneficial holders.

Positive

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Meeting date and time June 11, 2026 at 10:00 a.m. PDT Annual General and Special Meeting of Shareholders
Number of directors Eight directors Proposed board size to be fixed by shareholders
Proxy voting deadline time 10:00 a.m. Pacific Time on June 9, 2026 Deadline for shareholders to submit voting instructions
Toll-free shareholder assistance 1-877-452-7184 Laurel Hill Advisory Group contact for North American shareholders
Annual General and Special Meeting of Shareholders financial
"that will considered at the Company's Annual General and Special Meeting of Shareholders"
Omnibus Equity Incentive Plan financial
"To approve the Company's Omnibus Equity Incentive Plan"
A single, company-wide plan that lets a business grant different kinds of stock-based pay — such as stock options, shares that vest over time, or other equity awards — to employees, directors and consultants. It matters to investors because it determines how much of the company can be paid out in shares, how quickly those shares enter the market, and how well employees are motivated to grow the business; think of it as a toolbox or menu for paying with ownership stakes that can dilute existing holders and affect company performance.
non‐binding advisory resolution financial
"To authorize and approve a non‐binding advisory resolution accepting the Company's approach"
proxy solicitation agent financial
"strategic shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group"
A proxy solicitation agent is a professional or firm hired to contact shareholders and gather their voting instructions for corporate matters such as board elections or mergers. Think of them as a trusted messenger who explains the choices, collects permission slips, and reports back so a company or shareholder group can accurately count votes; investors care because effective solicitation can sway outcomes that affect management, strategy, and shareholder value.
independent proxy advisory firms financial
"ISS and Glass Lewis are two leading independent proxy advisory firms"
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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 No. 001-33580

GALIANO GOLD INC.
(Translation of registrant's name into English)

Suite 1640, 1066 West Hastings Street
Vancouver, British Columbia, V6E 3X1, 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  [  ]  Form 40-F [X]


SUBMITTED HEREWITH

Exhibit   Description
   
99.1   News Release dated June 2, 2026


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.

GALIANO GOLD INC.

/s/ Matthew Freeman  
   
Matthew Freeman  
Chief Financial Officer  
   
Date: June 2, 2026  



LEADING INDEPENDENT PROXY ADVISORY FIRMS
RECOMMEND GALIANO GOLD'S SHAREHOLDERS VOTE FOR
ALL PROPOSED RESOLUTIONS

Vancouver, British Columbia, June 2, 2026 - Galiano Gold Inc. ("Galiano" or the "Company") (TSX, NYSE American: GAU) is pleased to announce that both Institutional Shareholder Services Inc. ("ISS") and Glass Lewis and Co., LLC ("Glass Lewis") have recommended that Galiano's shareholders vote FOR all of the proposed resolutions that will considered at the Company's Annual General and Special Meeting of Shareholders (the "Meeting"), which will be held virtually on Thursday, June 11, 2026, at 10:00 am PDT.

ISS and Glass Lewis are two leading independent proxy advisory firms that, among other services, provide voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.

Galiano Gold Inc.'s Annual General and Special Meeting of Shareholders

The Meeting will be held online at https://meetnow.global/M6UMQK9 for the following purposes:

  1. To fix the number of directors to be elected at eight;
  2. To elect directors of the Company for the ensuing year;
  3. To re-appoint the auditor of the Company for the ensuing year and to authorize the directors to fix the auditor's remuneration;
  4. To approve the Company's Omnibus Equity Incentive Plan; and
  5. To authorize and approve a non‐binding advisory resolution accepting the Company's approach to executive compensation.

Galiano shareholders are encouraged to read the meeting materials in detail and cast their votes prior to the proxy voting deadline. Copies of the meeting materials are available under Galiano's profile on SEDAR+ at www.sedarplus.com and under the "Investors" section on Galiano's website at https://galianogold.com/investors/annual-meeting/default.aspx.

YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY

The Board of Directors UNANIMOUSLY recommends that shareholders vote FOR all proposed
resolutions that will be considered at the Meeting.

The proxy voting deadline is at 10:00 a.m., Pacific Time, on Tuesday, June 9, 2026.


How to vote

Galiano shareholders can vote their shares using the following methods:

Voting for Registered Shareholders (shares represented by a physical certificate or DRS Statement)

  • Internet - Go to www.investorvote.com, enter your 15-digit control number found on your form of proxy and vote your shares.
  • Telephone - Call 1-866-732-8683, enter your 15-digit control number and follow the interactive voice control instructions to vote your shares.

Voting for Non-Registered/Beneficial Shareholders (shares held with a broker, bank or other intermediary)

  • Internet - Go to www.proxyvote.com, enter your 16-digit control number found on your voting instruction form ("VIF") and vote your shares.
  • Telephone - Call the toll-free number listed on the VIF, enter your 16-digit control number and follow the interactive voice control instructions to vote your shares.

Shareholder Questions

Galiano's shareholders who have questions about the Meeting or the Meeting resolutions can contact the Company's strategic shareholder communications advisor and proxy solicitation agent, Laurel Hill Advisory Group, by telephone toll-free at 1-877-452-7184 in North America or 1-416-304-0211 for international calls or by e-mail at assistance@laurelhill.com.

Contact Information

Darshan Sundher

Toll-Free (N. America): 1-855-246-7341
Email: info@galianogold.com

About Galiano Gold Inc.

Galiano is focused on creating a sustainable business capable of value creation for all stakeholders through production, exploration and disciplined deployment of its financial resources. The Company operates and manages the Asanko Gold Mine, which is located in Ghana, West Africa. Galiano is committed to the highest standards for environmental management, social responsibility, and the health and safety of its employees and neighbouring communities. For more information, please visit www.galianogold.com.


FAQ

What is the main purpose of Galiano Gold (GAU)'s June 2026 meeting?

The main purpose is to hold Galiano Gold's Annual General and Special Meeting on June 11, 2026. Shareholders will vote on director elections, auditor re-appointment, the Omnibus Equity Incentive Plan, and a non-binding advisory resolution on the company's executive compensation approach.

How did ISS and Glass Lewis recommend Galiano Gold (GAU) shareholders vote?

ISS and Glass Lewis both recommended that Galiano Gold shareholders vote FOR all proposed resolutions. These firms advise institutional investors, so their support signals alignment with the company's board on director elections, auditor re-appointment, incentive plan approval, and the advisory say-on-pay resolution.

When and how will Galiano Gold (GAU)'s 2026 shareholder meeting be held?

The meeting will be held virtually on June 11, 2026 at 10:00 a.m. PDT. Shareholders can attend online at the specified web link and are encouraged to vote in advance using internet or telephone instructions provided in their proxy or voting instruction forms.

What resolutions will Galiano Gold (GAU) shareholders vote on at the meeting?

Shareholders will vote to set the board size at eight directors, elect directors for the ensuing year, re-appoint the auditor and approve its remuneration, approve the Omnibus Equity Incentive Plan, and adopt a non-binding advisory resolution on the company's executive compensation approach.

How can registered Galiano Gold (GAU) shareholders submit their votes?

Registered shareholders can vote by internet at the specified investorvote.com link using a 15-digit control number. They may also vote by telephone at 1-866-732-8683, following interactive voice instructions, before the proxy voting deadline stated in the meeting materials.

How do beneficial Galiano Gold (GAU) shareholders vote their shares?

Beneficial shareholders, who hold shares through brokers or banks, can vote online at proxyvote.com using a 16-digit control number. They may alternatively vote by calling the toll-free number on their voting instruction form and following the voice instructions before the proxy deadline.

Where can Galiano Gold (GAU) shareholders find the full meeting materials?

Shareholders can access full meeting materials on SEDAR+ under Galiano Gold's profile and in the Investors section of the company's website. These documents provide details on proposed resolutions, voting procedures, and background information to help shareholders make informed voting decisions.

Filing Exhibits & Attachments

1 document