GRO 6-K: Shareholder votes overwhelmingly approve corporate items

Rhea-AI Filing Summary

Brazil Potash Corp. (GRO) filed a current report recording shareholder vote tallies on corporate filings and proposals. The document lists multiple vote counts showing overwhelmingly affirmative results, with several items receiving about 98.37%–98.42% For and the remaining votes recorded as Withheld or Against in the low single digits. One item shows 97.32% For and 2.68% Against. The report is dated September 8, 2025 and is signed by Matthew Simpson, Chief Executive Officer. The filing primarily provides formal voting outcomes rather than operational or financial metrics.

Positive

• High shareholder approval for multiple matters, with several items receiving approximately 98.37%–98.42% For votes
• Clear executive attestation—the report is signed by Chief Executive Officer Matthew Simpson confirming the recorded results

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Strong shareholder support indicates consensus on presented corporate matters.

The vote totals show near-unanimous shareholder approval for the items listed, with For percentages clustering around 98.3%–98.4% and a single item at 97.32% For. Such high approval rates typically reflect either uncontested routine matters or alignment between management and shareholders. The filing documents formal outcomes and includes an executive signature, but it does not disclose the specific proposals' text or material operational impacts.

Financial Analyst

TL;DR: Results are administratively significant but contain no new financial data.

This current report provides granular vote counts (For and Withheld/Against) but contains no revenue, earnings, transaction, or balance-sheet details. From an investor-information standpoint, the filing confirms governance actions were approved by large margins, which reduces governance uncertainty short-term. However, because the filing lacks economic metrics or explanatory context, it is not material to valuation models.

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 September 2025

Commission File Number: 001-42423

BRAZIL POTASH CORP.

(Translation of registrant’s name into English)

198 Davenport Road

Toronto, Ontario, Canada, M5R 1J2

Tel: +1 (416) 309-2963

(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

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

On September 5, 2025, Brazil Potash Corp. (the “Company”) held its Annual and Special Meeting of Shareholders (the “AGM”) for the following purposes, as more fully described in the Notice of Annual and Special Meeting of Shareholders previously furnished as an exhibit to the Company’s Form 6-K filed by the Company with the Securities and Exchange Commission on August 13, 2025:

Matters Voted Upon

1. Election of Seven Directors

The seven nominees listed in the Management Information Circular dated August 5, 2025 were elected as directors of the Company to hold office until the close of the 2026 annual meeting of shareholders or until their successors are elected or appointed, all as the case may be, unless their office is earlier vacated in accordance with the by-laws of the Company or the provisions of the Business Corporations Act (Ontario).

Nominee Name		For				% For				Withheld				% Withheld
Mayo Shmidt			8,899,767				98.37	%			147,259				1.63	%
Matthew Simpson			8,899,914				98.37	%			147,112				1.63	%
Deborah Battiston			8,902,521				98.40	%			144,505				1.60	%
Christian Joerg			8,901,356				98.39	%			145,670				1.61	%
Brett Lynch			8,899,916				98.37	%			147,110				1.63	%
Pierre Pettigrew			8,901,106				98.39	%			145,920				1.61	%
Peter Tagliamonte			8,901,200				98.39	%			145,826				1.61	%

2. Appointment of Auditor

MNP LLP was re-appointed as auditors of the Company to hold office until the next annual meeting of the shareholders of the Company.

For		% For		Withheld		% Withheld
8,903,778		98.42%		143,248		1.58%

3. Approval of Amendments to 2024 Incentive Compensation Plan

Approval to amend the Company’s 2024 Incentive Compensation Plan to set the total number of Common Shares reserved and available for delivery under the 2024 Incentive Compensation Plan to be 8,600,000 Common Shares.

For		% For		Against		% Against
8,804,382		97.32%		242,644		2.68%

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.

				BRAZIL POTASH CORP.
Date: September 8, 2025				By:		/s/ Matthew Simpson
				Name: Matthew Simpson
				Title: Chief Executive Officer

FAQ

What voting outcomes are reported in the Brazil Potash Corp. (GRO) 6-K?

The report lists vote tallies showing several items with about 98.37%–98.42% For and a separate item with 97.32% For and 2.68% Against.

Who signed the Brazil Potash Corp. current report (6-K)?

The report is signed by Matthew Simpson, Chief Executive Officer.

What date is shown on the Brazil Potash Corp. filing?

The filing is dated September 8, 2025.

Does the 6-K include financial statements or earnings information?

No. The provided content contains vote counts and percentages only and does not include financial statements or earnings data.

Were any proposals substantially opposed by shareholders?

No proposal shows large opposition; the highest recorded opposition in the content is 2.68% Against for one item.