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Integra Resources (ITRG) 2026 AGM backs board, auditor and new equity plan

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

Rhea-AI Filing Summary

Integra Resources Corp. reported the results of its Annual General Meeting of Shareholders held on June 26, 2026. Shareholders voted 71,899,370 shares, representing 35.55% of outstanding shares. They approved setting the board at eight directors and re‑elected all eight nominees, each receiving at least 96.69% support.

BDO Canada LLP was reappointed as auditor with 99.99% of votes cast in favour. Shareholders also approved the Amended and Restated Equity Incentive Plan, with 98.76% support. The rolling plan allows equity awards up to 10% of issued and outstanding common shares, with specific reserves for stock options, restricted share units, and deferred share units.

Positive

  • None.

Negative

  • None.
Shares voted at AGM 71,899,370 shares AGM participation, 35.55% of outstanding shares
Board size approval 99.93% For, 0.07% Against Vote to set number of directors at eight
Lowest director support 96.69% For Election of George Salamis as director
Auditor appointment support 99.99% For, 0.01% Withheld Appointment of BDO Canada LLP as auditor
Equity plan approval 98.76% For, 1.24% Against Shareholder vote on Amended and Restated Equity Incentive Plan
Equity plan overall limit 10% of common shares Maximum aggregate issuable under rolling equity incentive plan
Stock options reserve 5,000,000 shares Reserved under Amended Equity Incentive Plan
RSU and DSU reserves 7,000,000 RSUs; 4,000,000 DSUs Reserved under Amended Equity Incentive Plan
Amended and Restated Equity Incentive Plan financial
"The Company's Amended and Restated Equity Incentive Plan (the "Amended Plan") was approved by shareholders."
rolling plan financial
"The Amended Plan is a "rolling" plan, pursuant to which the aggregate number of common shares to be issued under the plan shall not exceed 10%."
restricted share units financial
"Under the Amended Plan the number of incentive stock options reserved for issuance is 5,000,000, the number of restricted share units reserved for issuance is 7,000,000."
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
deferred share units financial
"Under the Amended Plan ... the number of deferred share units reserved for issuance is 4,000,000."
Deferred share units are promises that give an executive or director the right to receive company shares or their cash value at a future date, often when they retire or leave the company. Think of them as a paycheck held in a savings account that converts into stock later; they matter to investors because they tie pay to long-term performance, create potential future dilution of shares, and represent a delayed cash or share obligation the company must eventually fulfill.
National Instrument 51-102 - Continuous Disclosure Obligations regulatory
"REPORT ON VOTING RESULTS (Pursuant to Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations)."
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Learn about SEC filing dates

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 Number 001-39372

INTEGRA RESOURCES CORP.

(Exact Name of Registrant as Specified in Charter)


1050-400 Burrard Street

Vancouver, British Columbia V6C 3A6

Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F  Form 40-F 

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):  ☐             

Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):    ☐           

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.


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.

  Integra Resources Corp.
   
  /s/ Andree St-Germain
Date:  June 26, 2026 Andree St-Germain
  Chief Financial Officer
   
   


INDEX TO EXHIBITS

99.1 News Release dated June 26, 2026
   
99.2 Report of Voting Results




 

1050 - 400 Burrard Street
Vancouver, British Columbia,
Canada, V6C 3A6
Email: ir@integraresources.com
FOR IMMEDIATE RELEASE TSXV:ITR ; NYSE American: ITRG
June 26, 2026 www.integraresources.com

INTEGRA REPORTS VOTING RESULTS OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

Vancouver, British Columbia - Integra Resources Corp. ("Integra" or the "Company") (TSXV: ITR; NYSE American: ITRG) is pleased to report the voting results from its Annual General Meeting of Shareholders held on June 26, 2026 (the "AGM").  A total of 71,899,370 shares has been voted, representing 35.55% of the Company's outstanding shares. The matters voted as part of the AGM are described below.

AGM Voting Results

1. Number of Directors: Setting the number of directors at eight was approved.

  For % Against %
To Set the Number of Directors at Eight 99.93% 0.07%

2. Election of Directors: The following individuals were elected as directors for the ensuing year: Anna Ladd-Kruger, George Salamis, Timo Jauristo, C.L. "Butch" Otter, Carolyn Clark Loder, Ian Atkinson, Janet Yang and Chantal Lavoie.  The following is a summary of the voting results for the Company's eight directors:

Nominees

For %

Withheld %

Anna Ladd-Kruger

99.89%

0.11%

George Salamis

96.69%

3.31%

Timo Jauristo

99.96%

0.04%

C.L "Butch" Otter

99.95%

0.05%

Carolyn Clark Loder

99.90%

0.10%

Ian Atkinson

99.96%

0.04%

Janet Yang

99.94%

0.06%

Chantal Lavoie

99.94%

0.06%

3. Appointment of BDO Canada LLP as Auditors of the Company: BDO Canada LLP, were appointed as auditors of the Company at a remuneration to be fixed by the directors.

  For % Withheld %
Appointment of BDO LLP as Auditors of the Company 99.99% 0.01%


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4. Approval of the Amended and Restated Equity Incentive Plan: The Company's Amended and Restated Equity Incentive Plan (the "Amended Plan") was approved by shareholders.

  For % Against %
Approval of the Amended and Restated Equity Incentive Plan 98.76% 1.24%

The Amended Plan is a "rolling" plan, pursuant to which the aggregate number of common shares to be issued under the plan shall not exceed 10% of the Company's issued and outstanding common shares. Under the Amended Plan the number of incentive stock options reserved for issuance is 5,000,000, the number of restricted share units reserved for issuance is 7,000,000 and the number of deferred share units reserved for issuance is 4,000,000. Please see the Company's Management Information Circular dated May 11, 2026 for further information on the Company's Amended Plan.  The Amended Plan remains subject to the final acceptance of the TSX Venture Exchange.

About Integra Resources

Integra is a growing precious metals producer in the Great Basin of the Western United States. Integra is focused on demonstrating profitability and operational excellence at its principal operating asset, the Florida Canyon Mine, located in Nevada. In addition, Integra is committed to advancing its flagship development-stage heap leach projects: the past producing DeLamar Project located in southwestern Idaho and the Nevada North Project located in western Nevada. Integra creates sustainable value for shareholders, stakeholders, and local communities through successful mining operations, efficient project development, disciplined capital allocation, and strategic M&A, while upholding the highest industry standards for environmental, social, and governance practices.

ON BEHALF OF THE BOARD OF DIRECTORS


George Salamis
President, CEO and Director

CONTACT INFORMATION

Corporate Inquiries: ir@integraresources.com
Company website: www.integraresources.com
Office phone: 1 (604) 416-0576

Forward Looking and Other Cautionary Statements

Certain information set forth in this news release contains "forward‐looking statements" and "forward‐looking information" within the meaning of applicable Canadian securities legislation and applicable United States securities laws (referred to herein as forward‐looking statements). Except for statements of historical fact, certain information contained herein constitutes forward‐looking statements which includes, but is not limited to, statements with respect to: the final acceptance by the TSX Venture Exchange of the Amended Plan; the Company's plans, objectives and expectations in respect of its projects; and the future financial or operating performance of the Company.


- 3 -

Forward-looking statements are based on a number of factors and assumptions and necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward‐looking statements. Readers are advised to study and consider risk factors disclosed in Integra's Annual Information Form dated March 24, 2026 for the fiscal year ended December 31, 2025, which is available on the SEDAR+ issuer profile for the Company at www.sedarplus.ca and available as Exhibit 99.1 to Integra's Form 40-F, which is available on the EDGAR profile for the Company at www.sec.gov.

There can be no assurance that forward‐looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. The Company undertakes no obligation to update forward‐looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The forward-looking statements contained herein are presented for the purposes of assisting investors in understanding the Company's plans, objectives and goals, and may not be appropriate for other purposes. Forward-looking statements are not guarantees of future performance and the reader is cautioned not to place undue reliance on forward‐looking statements.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.




 

REPORT ON VOTING RESULTS

(Pursuant to Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations)

In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, the following is the Report on Voting Results of the Annual General Meeting of Shareholders of Integra Resources Corp (the "Company") held on June 26, 2026.

1. Number of Directors

The number of directors for the ensuing year was set at eight (8), with the following results:

  For Against Outcome of Vote
To Set the Number of Directors at 8 71,845,704
99.93%
53,666
0.07%
Carried

2. Election of Directors

The following individuals were elected as directors of the Company to hold office until the conclusion of the Company's next annual general meeting, unless that person ceases to be a director before then, with the following results:

Nominees For Withheld Outcome of Vote
Anna Ladd-Kruger 71,819,756
99.89%
79,614
0.11%
Elected
George Salamis 69,517,822
96.69%
2,381,548
3.31%
Elected
Timo Jauristo 71,873,661
99.96%
25,709
0.04%
Elected
C.L. "Butch" Otter 71,860,549
99.95%
38,821
0.05%
Elected
Carolyn Clark Loder 71,828,964
99.90%
70,406
0.10%
Elected
Ian Atkinson 71,867,148
99.96%
32,222
0.04%
Elected
Janet Yang 71,858,707
99.94%
40,663
0.06%
Elected
Chantal Lavoie 71,852,276
99.94%
47,094
0.06%
Elected


3. Appointment of Auditor

BDO Canada LLP, was appointed as auditors of the Company to hold office until the close of the next annual general meeting of shareholders or until its successor is appointed, at such remuneration as may be fixed by the directors, with the following results:

  For Withheld Outcome of Vote
Appointment of BDO Canada LLP as Auditors of the Company 71,891,447
99.99%
7,923
0.01%
Carried

4. Approval of the Amended and Restated Equity Incentive Plan

The Company's Amended and Restated Equity Incentive Plan was approved by shareholders, with the following results:

  For Against Outcome of Vote
Approval of the Amended and Restated Equity Incentive Plan 71,005,079
98.76%
894,291
1.24%
Carried

DATED at Vancouver, British Columbia, this 26th day of June 2026.

INTEGRA RESOURCES CORP

Per: /s/ Andree St-Germain  
  Andree St-Germain  
  Chief Executive Officer  


FAQ

What did Integra Resources Corp. (ITRG) shareholders vote on at the 2026 AGM?

Shareholders voted on board size, election of eight directors, appointment of BDO Canada LLP as auditor, and approval of an Amended and Restated Equity Incentive Plan. All resolutions passed with very high support, confirming the company’s proposed governance and compensation structures.

How many Integra Resources (ITRG) shares were represented at the June 26, 2026 AGM?

A total of 71,899,370 shares were voted at the meeting, representing 35.55% of Integra Resources’ outstanding shares. This participation level reflects more than one‑third of the ownership base engaging in key governance and compensation decisions at the annual meeting.

Were Integra Resources Corp. (ITRG) directors re-elected at the 2026 AGM?

Yes, all eight nominees were elected as directors with strong majorities. Support ranged from 96.69% for George Salamis to 99.96% for Timo Jauristo and Ian Atkinson, indicating broad shareholder backing for the company’s existing board composition and leadership.

Did Integra Resources (ITRG) shareholders approve the Amended and Restated Equity Incentive Plan?

Yes, the Amended and Restated Equity Incentive Plan was approved with 98.76% of votes cast in favour. The rolling plan allows equity awards up to 10% of issued and outstanding common shares and sets separate reserves for options, restricted share units, and deferred share units.

Who is the auditor for Integra Resources Corp. (ITRG) following the 2026 AGM?

BDO Canada LLP was appointed as auditor to serve until the next annual general meeting. The appointment received 99.99% of votes cast in favour, giving the firm a strong mandate to continue overseeing Integra Resources’ financial statement auditing and related assurance work.

What limits apply to Integra Resources’ (ITRG) Amended Equity Incentive Plan?

The plan is a rolling structure capped at 10% of issued and outstanding common shares. It reserves 5,000,000 shares for stock options, 7,000,000 for restricted share units, and 4,000,000 for deferred share units, and remains subject to final TSX Venture Exchange acceptance.

Filing Exhibits & Attachments

2 documents