Gold Fields (NYSE: GFI) investors back all 2026 AGM resolutions
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
Gold Fields Limited reports that all resolutions were approved at its hybrid Annual General Meeting held on 21 May 2026. Shareholder participation was high, with 778,398,180 shares represented, or 86.97% of the total issued share capital of 895,024,247.
PwC was reappointed as auditor, and all nominated directors were elected or re-elected, although director TP Goodlace received a lower support level of 77.37% of votes. Members of the Audit Committee and the Social, Ethics and Transformation Committee were also confirmed.
Shareholders gave strong advisory backing to the Remuneration Policy with 91.49% support and the Remuneration Implementation Report with 96.85% support. They further approved authority to issue equity securities for cash, implement all resolutions, adjust non-executive director fees, authorize share repurchases, amend the company’s Memorandum of Incorporation, and grant inter-group financial assistance under the Companies Act.
Positive
- None.
Negative
- None.
Key Figures
Total issued share capital: 895,024,247 shares
Shares represented at AGM: 778,398,180 shares
Reappointment of PwC support: 99.47% for, 0.53% against
+5 more
8 metrics
Total issued share capital
895,024,247 shares
Company share capital at time of AGM
Shares represented at AGM
778,398,180 shares
86.97% of total votable shares at AGM
Reappointment of PwC support
99.47% for, 0.53% against
Auditor reappointment resolution
Re-election of TP Goodlace support
77.37% for, 22.63% against
Director re-election resolution
Remuneration Policy support
91.49% for, 8.51% against
Advisory endorsement of Remuneration Policy
Remuneration Implementation Report support
96.85% for, 3.15% against
Advisory endorsement of Implementation Report
Equity issue for cash approval
96.07% for, 3.93% against
Authority to issue equity securities for cash
Share repurchase authority support
99.80% for, 0.20% against
Acquisition of company’s own shares
Key Terms
hybrid Annual General Meeting, Audit Committee, Social, Ethics and Transformation Committee, Remuneration Policy, +2 more
6 terms
hybrid Annual General Meeting financial
"all resolutions were passed by the requisite majority of votes at the hybrid Annual General Meeting"
Audit Committee financial
"Election of a member of the Audit Committee – Ms. PG Sibiya (Chair)"
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.
Social, Ethics and Transformation Committee financial
"Election of a member of the SET Committee – Ms. MC Bitar (Chair)"
Remuneration Policy financial
"Advisory endorsement of the Remuneration Policy"
A remuneration policy is a company’s written guide on how it pays executives and senior managers, covering salary, bonuses, stock awards and other benefits. It matters to investors because it shows how pay is linked to long-term performance and risk—like a recipe that determines whether incentives encourage sustainable growth or reward short-term gains—affecting governance, shareholder returns and potential conflicts of interest.
Memorandum of Incorporation financial
"SPECIAL RESOLUTION – AMENDMENTS TO THE COMPANY’S MOI"
inter-Group financial assistance financial
"Approval for the Company to grant inter-Group financial assistance in terms of sections 44 and 45"
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
Dated 26 May 2026
Commission File Number 001-31318
Gold Fields Limited
(Translation of registrant’s name into English)
150 Helen Rd.
Sandown, Sandton 2196
South Africa
(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.
Gold Fields Limited | |||||||||||
Date: 26 May 2026 | By: | /s/ Mike Fraser | |||||||||
Name: | Mike Fraser | ||||||||||
Title: | Chief Executive Officer | ||||||||||
INDEX TO EXHIBITS
No. | Exhibit | |||||||
99.1 | Gold Fields SENS Announcement | |||||||
Gold Fields Limited Incorporated in the Republic of South Africa (Registration Number 1968/004880/06) JSE, NYSE, DIFX Share Code: GFI ISIN:ZAE000018123 ("Gold Fields" or the “Company”) RESULTS OF ANNUAL GENERAL MEETING OF GOLD FIELDS LIMITED HELD ON 21 MAY 2026 Shareholders are advised that all resolutions were passed by the requisite majority of votes at the hybrid Annual General Meeting (“AGM”) of Gold Fields, held at 14:00 on Thursday, 21 May 2026, online and in-person at 150 Helen Road, Sandown, Sandton. In line with recommended practice, a poll was conducted on each resolution during the meeting. Details of the results of the voting are as follows: Total issued share capital: 895 024 247 Total number of shares present/represented including proxies at the meeting: 778 398 180 being 86,97% of the total votable shares Ordinary resolutions % of votes for the resolution % of votes against the resolution Number of shares voted % of shares voted % of shares abstained 1. ORDINARY RESOLUTION – REAPPOINTMENT OF AUDITORS Reappointment of PwC as the auditors of the Company 99.47% 0.53% 778,293,588 86.96% 0.01% 2. ORDINARY RESOLUTIONS ELECTION AND RE-ELECTION OF DIRECTORS 2.1. Election of director – Mr. JF MacKenzie 99.46% 0.54% 778,314,582 86.96% 0.01% 2.2. Election of director – Mr. MI Rawlinson 99.91% 0.09% 778,302,331 86.96% 0.01% 2.3. Re-election of director – Mr. TP Goodlace 77.37% 22.63% 778,314,624 86,96% 0.01% 2.4. Re-election of director – Ms. PG Sibiya 99.89% 0.11% 778,301,210 86.96% 0.01% 3. ORDINARY RESOLUTIONS – ELECTION OF AUDIT COMMITTEE MEMBERS 3.1. Election of a member of the Audit Committee – Ms. PG Sibiya (Chair) 98.90% 1.10% 778,280,988 86.96% 0.01% 3.2. Election of a member of the Audit Committee – Mr. MI Rawlinson 99.95% 0.05% 778,291,609 86.96% 0.01% 3.3. Election of a member of the Audit Committee – Ms. ZBM Bassa 98.77% 1.23% 778,280,991 86.96% 0.01% 3.4. Election of a member of the Audit Committee – CAT Smit 99.94% 0.06% 778,288,126 86.96% 0.01% 4. ORDINARY RESOLUTIONS – ELECTION OF SOCIAL, ETHICS AND TRANSFORMATION (“SET”) COMMITTEE MEMBERS 4.1. Election of a member of the SET Committee – Ms. MC Bitar (Chair) 99.86% 0.14% 778,224,496 86.95% 0.02% 4.2. Election of a member of the SET 99.08% 0.92% 778,233,352 86.95% 0.02%
Ordinary resolutions % of votes for the resolution % of votes against the resolution Number of shares voted % of shares voted % of shares abstained Committee – Mr. A Andani 4.3. Election of a member of the SET Committee – Mr. MJ Fraser 99.94% 0.06% 778,233,903 86.95% 0.02% 4.4. Election of a member of the SET Committee – Ms. SL McCrae 99.97% 0.03% 778,238,766 86.95% 0.02% 4.5. Election of a member of the SET Committee – Mr. CAT Smit 99.93% 0.07% 778,233,867 86.95% 0.02% 5. ORDINARY RESOLUTIONS – ADVISORY ENDORSEMENTS OF REMUNERATION POLICY AND REMUNERATION IMPLEMENTATION REPORT 5.1. Advisory endorsement of the Remuneration Policy 91.49% 8.51% 778,265,689 86.95% 0.01% 5.2. Advisory endorsement of the Remuneration Implementation Report 96.85% 3.15% 777,991,495 86.92% 0.05% 6. ORDINARY RESOLUTION - APPROVAL FOR THE ISSUING OF EQUITY SECURITIES FOR CASH Approval for the issuing of equity securities for cash 96.07% 3.93% 778,300,161 86.96% 0.01% 7. ORDINARY RESOLUTION – AUTHORITY TO IMPLEMENT THE RESOLUTIONS Authority to implement the resolutions 99.97% 0.03% 778,296,107 86.96% 0.01% Special Resolutions % of votes for the resolution %of votes against the resolution Number of shares voted % of shares voted % of shares abstained 1. SPECIAL RESOLUTIONS FOR THE REMUNERATION OF NON-EXECUTIVE DIRECTORS 1.1. Chairperson of the Board (all- inclusive fee) 99.85% 0.15% 778,274,318 86.96% 0.01% 1.2. Lead Independent Director of the Board (all-inclusive fee) 99.46% 0.54% 778,263,455 86.95% 0.02% 1.3. Members of the Board (excluding the Chairperson and Lead Independent Director of the Board) 99.11% 0.89% 778,259,135 86.95% 0.02% 1.4. Chairperson of the Audit Committee 99.89% 0.11% 778,257,736 86.95% 0.02% 1.5. Chairpersons of the Nomination and Governance Committee, Remuneration Committee, Risk Committee, SET Committee, SHSD Committee, Strategy and Investment Committee and Technical Committee 99.89% 0.11% 778,252,501 86.95% 0.02% 1.6. Members of the Audit Committee (excluding the Chairperson of the Audit Committee and Lead Independent Director of the Board) 99.89% 0.11% 778,253,940 86.95% 0.02% 1.7. Members of the Nomination and Governance Committee, Remuneration Committee, Risk Committee, SET Committee, SHSD Committee, Strategy and Investment Committee and 99.89% 0.11% 778,251,066 86.95% 0.02%
Special Resolutions % of votes for the resolution %of votes against the resolution Number of shares voted % of shares voted % of shares abstained Technical Committee (excluding the Chairpersons of these Committees, and Chairperson and Lead Independent Director of the Board) 2. SPECIAL RESOLUTION – ACQUISITION OF THE COMPANY’S OWN SHARES Acquisition of the Company’s own shares 99.80% 0.20% 778,264,215 86.95% 0.01% 3. SPECIAL RESOLUTION – AMENDMENTS TO THE COMPANY’S MOI Amendments to the Company’s MoI 99.73% 0.27% 778,218,003 86.95% 0.02 4. SPECIAL RESOLUTION – APPROVAL FOR THE COMPANY TO GRANT INTER-GROUP FINANCIAL ASSISTANCE IN TERMS OF SECTIONS 44 AND 45 OF THE COMPANIES ACT Approval for the Company to grant inter-Group financial assistance in terms of sections 44 and 45 of the Companies Act 99.61% 0.39% 778,243,795 86.95% 0.02% 21 May 2026 Sponsor J.P. Morgan Equities South Africa (Pty) Ltd
FAQ
What did Gold Fields (GFI) announce in its May 2026 AGM results?
Gold Fields reported that all resolutions at its 21 May 2026 Annual General Meeting were approved. Shareholders backed auditor reappointment, director elections, remuneration items, capital authorities, share repurchase powers, and amendments to the company’s Memorandum of Incorporation.
Were all director elections approved at the Gold Fields (GFI) 2026 AGM?
Yes, all director elections and re-elections were approved at the AGM. Support was very high for most directors, while TP Goodlace’s re-election received 77.37% of votes in favour, still exceeding the required majority threshold.
What changes to Gold Fields (GFI) governance and group structure were approved?
Shareholders approved special resolutions to amend the company’s Memorandum of Incorporation and to allow Gold Fields to grant inter-group financial assistance under sections 44 and 45 of the Companies Act, both with support above 99% of votes cast.