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Northern Dynasty Minerals Ltd. reported the voting results from its June 24, 2026 annual general meeting. Shareholders voted 292,112,632 common shares, representing 52.16% of outstanding shares as of the May 5, 2026 record date.
All nine director nominees were elected, with most receiving over 90% of votes cast in favour. Deloitte LLP was re-appointed as auditor with 286,544,094 votes for, or 98.09% of votes cast. Shareholders also approved an ordinary resolution authorizing the grant of all currently available and unallocated share options under the Company’s share option plan until June 24, 2029, with 123,643,340 votes for, or 68.66% of votes cast.
Northern Dynasty Minerals Ltd. has filed a Form 6-K furnishing an amended and restated Share Option Plan dated January 28, 2026. The plan governs how stock options can be granted to directors, officers, employees, consultants and certain U.S. participants.
The plan caps total option shares at 8% of outstanding common shares, with a separate 5,000,000 share limit for U.S. Incentive Stock Options. It sets a maximum option term of five years, requires exercise prices at or above market, and includes vesting, blackout, change-of-control and takeover-bid provisions. The Board can make limited amendments without shareholder approval, while key changes such as repricing, term extensions and higher limits require disinterested shareholder approval and compliance with Toronto Stock Exchange policies and U.S. tax rules.
Northern Dynasty Minerals Ltd. is convening its Annual General Meeting of Shareholders on June 24, 2026 in Vancouver using an electronic notice-and-access model for proxy materials. Shareholders will vote on receiving consolidated financial statements, electing nine directors, appointing Deloitte LLP as auditor, and approving all currently available and unallocated share options under the Share Option Plan until June 24, 2029. The board highlights governance policies such as a Majority Vote Policy for directors, advance notice requirements for nominations, a compensation clawback policy tied to any future financial restatements, and an emphasis on board diversity. The board also responds to prior concerns about “over-boarding” for certain directors, stating they maintain full attendance and effectiveness.
Kopernik Global Investors, LLC and David B. Iben have amended their Schedule 13D to report beneficial ownership of 83,628,221 Northern Dynasty Minerals common shares, representing 14.0% of the class. This total includes 36,165,308 shares issuable upon conversion of Kopernik’s convertible notes.
Kopernik bought 44,003,967 common shares for about $36.7 million and purchased $15 million of 10-year convertible notes bearing 2.0% annual interest and convertible at $0.3557 per share. Kopernik views the investment as undervalued and may buy more shares, sell shares, hedge, or engage with management and the board on strategy, governance, and potential transactions.
Northern Dynasty Minerals Ltd. filed its Annual Report on Form 40-F disclosing 558,461,162 common shares outstanding as of December 31, 2025, its status as a foreign private issuer, and continued exemptions from certain Exchange Act provisions. The filing highlights ongoing litigation challenging the EPA Final Determination and related USACE RODs affecting the Pebble Project, describes forward-looking assumptions about permitting, financing and commodity prices, and states that management concluded internal control over financial reporting was effective as of December 31, 2025, with Deloitte LLP attesting to that conclusion.