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Galiano Gold (NYSE American: GAU) AGM backs board, equity plan and pay

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

Rhea-AI Filing Summary

Galiano Gold Inc. reported that shareholders approved all resolutions at its June 11, 2026 annual general and special meeting. Quorum was strong, with 164,840,502 voting shares represented, equal to 63.11% of outstanding shares.

Shareholders fixed the board at eight directors and elected all eight nominees, each receiving over 93% support, with several above 99%. Ernst & Young LLP was reappointed as auditor with 99.77% of votes cast. The Omnibus Equity Incentive Plan was approved with 92.64% support, and a non-binding advisory vote endorsing the Company’s executive compensation approach passed with 93.03% support.

Positive

  • None.

Negative

  • None.
Meeting quorum 164,840,502 shares (63.11%) Voting shares represented at June 11, 2026 meeting
Board size resolution support 163,961,029 For (99.47%) Fixing number of directors at eight
Auditor reappointment support 164,453,236 For (99.77%) Reappointment of Ernst & Young LLP
Equity plan approval 134,451,481 For (92.64%) Omnibus Equity Incentive Plan vote
Say-on-pay support 135,019,009 For (93.03%) Advisory vote on executive compensation
Highest director support 144,874,455 For (99.82%) Election of director Paul N. Wright
Annual General and Special Meeting financial
"all resolutions put to shareholders at the Company's 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.
Omnibus Equity Incentive Plan financial
"The Company's Omnibus Equity Incentive Plan was approved."
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
"The non-binding advisory resolution accepting the Company's approach to executive compensation was approved."
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
National Instrument 51-102 regulatory
"Voting RESULTS REPORT Pursuant to Section 11.3 of National Instrument 51-102"
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.
non-votes financial
"There were 19,702,340 non-votes recorded (but not voted) on the resolutions"
Non-votes are shares present at a shareholder meeting for which no affirmative or negative choice is recorded, either because the owner abstains or an intermediary lacks authority to cast a ballot. Think of it as people in a room who listen but don’t raise a hand; they reduce the number of active votes and can change whether a proposal meets the required approval threshold. Investors watch non-votes because they affect outcomes and signal shareholder disengagement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Galiano Gold (GAU) shareholders approve at the 2026 AGM?
Shareholders approved all resolutions at Galiano Gold’s 2026 annual general and special meeting, including fixing the board at eight directors, electing all nominees, reappointing Ernst & Young as auditor, approving the Omnibus Equity Incentive Plan, and endorsing the Company’s approach to executive compensation.

How strong was shareholder turnout at Galiano Gold’s June 11, 2026 meeting?
Turnout was relatively high, with 164,840,502 voting shares represented at the meeting, equal to 63.11% of outstanding shares. Attendance included 241 shares voted in person and 164,840,261 shares voted by proxy, indicating broad proxy participation by Galiano Gold shareholders.

What were the voting results for Galiano Gold’s Omnibus Equity Incentive Plan?
The Omnibus Equity Incentive Plan received clear shareholder approval. Of the shares voted, 134,451,481 votes were cast For, representing 92.64%, and 10,686,439 votes were cast Against, representing 7.36%. There were 19,702,341 non-votes recorded on this resolution by brokers holding discretionary US accounts.

How did Galiano Gold (GAU) shareholders vote on executive compensation in 2026?
Shareholders passed a non-binding advisory resolution supporting Galiano Gold’s approach to executive compensation. The vote saw 135,019,009 shares, or 93.03%, in favor and 10,118,911 shares, or 6.97%, against, with 19,702,341 shares recorded as non-votes on this advisory item.

Were all Galiano Gold director nominees elected at the 2026 AGM?
All eight director nominees were elected. Support ranged from 93.34% to 99.82% of votes cast For each nominee. For example, Paul N. Wright received 144,874,455 votes For (99.82%), while other nominees such as Matt Badylak, Greg Martin, and Lauren Roberts also exceeded 93% support.

Who is Galiano Gold’s auditor following the June 2026 shareholder meeting?
Ernst & Young LLP remains Galiano Gold’s auditor following shareholder approval at the meeting. The reappointment resolution received 164,453,236 votes For, representing 99.77% of votes cast, while 387,024 votes, or 0.23%, were Withheld. Directors were authorized to fix EY’s remuneration for the ensuing year.

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]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)  [  ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)  [  ]

SUBMITTED HEREWITH

Exhibits Description
   
99.1 News release dated June 11, 2026
   
99.2 Annual General and Special Meeting Voting Results Report

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 11, 2026

GALIANO GOLD ANNOUNCES ANNUAL GENERAL AND SPECIAL MEETING VOTING RESULTS

Vancouver, British Columbia, June 11, 2026, Galiano Gold Inc. ("Galiano" or the "Company") (TSX & NYSE American: GAU) announced today that all resolutions put to shareholders at the Company's Annual General and Special Meeting (the "Meeting") held on June 11, 2026, were duly passed. The results for each of the matters voted upon at the Meeting are set out below:

Set the Number of Directors at Eight

The resolution to fix the number of directors at eight was approved.

Votes for % Votes for Votes Against % Votes Against
163,961,029 99.47 879,231 0.53

Election of Directors

The eight nominees listed in the Company's Management Information Circular dated April 30, 2026, were elected as directors of the Company.

Director Name Votes for % Votes for Votes Withheld % Votes Withheld
Matt Badylak 135,581,784 93.42 9,556,137 6.58
Paul N. Wright 144,874,455 99.82 263,466 0.18
Judith Mosely 135,554,418 93.40 9,583,503 6.60
Dawn Moss 143,801,337 99.08 1,336,584 0.92
Greg Martin 135,593,957 93.42 9,543,964 6.58
Moira Smith 135,469,569 93.34 9,668,352 6.66
Navin Dyal 144,234,353 99.38 903,568 0.62
Lauren Roberts 144,219,084 99.37 918,837 0.63

Appointment of Auditors - Ernst & Young LLP ("EY")

EY was re-appointed as the auditor of the Company for the ensuing year, and the directors were authorized to fix the remuneration paid to EY.

Votes for % Votes for Votes Withheld % Votes Withheld
164,453,236 99.77 387,024 0.23

The Company's Omnibus Equity Incentive Plan

The Omnibus Equity Incentive Plan was approved.

Votes for % Votes for Votes Against % Votes Against
134,451,481 92.64 10,686,439 7.36

Advisory Vote on Executive Compensation

The non-binding advisory resolution accepting the Company's approach to executive compensation was approved.

Votes for % Votes for Votes Against % Votes Against
135,019,009 93.03 10,118,911 6.97

A report on all matters voted on at the Meeting has been filed on www.sedarplus.ca.

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 owns 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.

FOR FURTHER INFORMATION, PLEASE CONTACT

Kathy Li

Toll-Free (N. America): 1-855-246-7341

Email: info@galianogold.com

VOTING RESULTS REPORT
Pursuant to Section 11.3 of National Instrument 51-102

OF

GALIANO GOLD INC.
(the "Company")

The Company reports that the following matters were voted upon and passed by the Shareholders of the Company at the annual general and special meeting of the Company held on June 11, 2026 (the "Meeting").  Attendance at the Meeting were 241 shares represented and voted in person and 164,840,261 shares represented and voted by proxy for a total of 164,840,502 voting shares represented at the Meeting, being 63.11% of the outstanding shares.  Voting results on the resolutions were as follows:

1. The number of directors was fixed at eight. Of the shares voted, 163,961,029 represented votes For (99.47%) and 879,231 represented votes Against (0.53%).

2. The following directors were elected, with the following voting results for each nominee:

DIRECTOR VOTES FOR % FOR VOTES
WITHHELD		 %
WITHHELD
Paul N. Wright 144,874,455 99.82 263,466 0.18
Judith Mosely 135,554,418 93.40 9,583,503 6.60
Dawn Moss 143,801,337 99.08 1,336,584 0.92
Greg Martin 135,593,957 93.42 9,543,964 6.58
Matt Badylak 135,581,784 93.42 9,556,137 6.58
Moira Smith 135,469,569 93.34 9,668,352 6.66
Navin Dyal 144,234,353 99.38 903,568 0.62
Lauren Roberts 144,219,084 99.37 918,837 0.63

3. Ernst & Young LLP ("EY"), Chartered Accountants, were reappointed auditor of the Company for the ensuing year and the directors were authorized to fix the remuneration paid to EY.  Of the Shares voted, 164,453,236 represented votes For (99.77%) and 387,024 represented votes Withheld (0.23%).

4. The Company's Omnibus Equity Incentive Plan was approved. Of the Shares voted, 134,451,481 represented votes For (92.64%), and 10,686,439 represented votes Against (7.36%).

5. A non-binding advisory resolution was approved, accepting the Company's approach to executive compensation. Of the Shares voted, 135,019,009 represented votes For (93.03%) and 10,118,911 represented votes Against (6.97%).

There were 19,702,340 non-votes recorded (but not voted) on the resolutions to appoint each of the directors; the resolution to fix the number of directors and the appointment of the auditors each had 1 non-vote; and the resolutions for approval of the Omnibus Equity Incentive Plan and the advisory vote on executive compensation each had 19,702,341 non-votes. Non-votes are discretionary votes given to a broker by a US beneficial holder not allowed under Canadian Securities Regulations.

Source: View Original Filing on SEC EDGAR

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