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Northern Dynasty (NAK) 2026 AGM sees full slate elected and option plan OK

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Form Type
6-K

Rhea-AI Filing Summary

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.

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Shares voted 292,112,632 shares Voted at the June 24, 2026 AGM; 52.16% of outstanding
Turnout percentage 52.16% Votes attached to all outstanding shares as of May 5, 2026
Auditor re-appointment support 286,544,094 votes (98.09%) Votes FOR Deloitte LLP as auditor; 5,568,537 withheld
Option plan approval votes 123,643,340 votes (68.66%) FOR authorizing all available and unallocated share options until June 24, 2029
Option plan votes against 56,425,237 votes (31.34%) AGAINST the share option plan authorization to June 24, 2029
Director high support example 174,725,860 votes (97.03%) Votes FOR director Stephen Meyer; 5,342,718 withheld
Director lower support example 96,764,536 votes (53.74%) Votes FOR director Desmond Balakrishnan; 83,304,043 withheld
Share Option Plan financial
"approve and authorize for grant all currently available and unallocated share options issuable pursuant to the Share Option Plan until June 24, 2029"
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.
Annual general meeting financial
"voted upon by the Shareholders of the Company at the annual general meeting of the Company held on June 24, 2026"
forward-looking statements regulatory
"This document includes certain statements that may be deemed "forward-looking statements" under the United States Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Annual Information Form regulatory
"risk factors identified in the Company's Annual Information Form for the year ended December 31, 2025"
A company's annual information form is a comprehensive regulatory filing that lays out its business description, key assets, risks, legal matters and other background details shareholders need to understand the company’s operations. Think of it as a detailed owner’s manual or dossier that supplements financial statements, helping investors do deeper homework on how the business works and what could affect its future performance.

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

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FAQ

What were the overall shareholder voting results at Northern Dynasty (NAK)'s 2026 AGM?
Shareholders voted 292,112,632 common shares at the meeting, representing 52.16% of all outstanding shares as of May 5, 2026. All management-backed items, including director elections, auditor re-appointment, and the share option plan resolution, received the required support to pass.

Which directors were elected at Northern Dynasty (NAK)'s June 24, 2026 meeting?
Nine directors were elected: Desmond Balakrishnan, Robin Bienenstock, Robert Dickinson, Wayne Kirk, Stephen Meyer, Julie Morman, Kenneth Pickering, Isabel Satra and Ronald Thiessen. Most nominees received more than 90% of votes cast in favour, based on the reported voting percentages.

Did Northern Dynasty (NAK) shareholders re-appoint the company’s auditor at the 2026 AGM?
Yes. Shareholders re-appointed Deloitte LLP as auditor with 286,544,094 votes FOR and 5,568,537 votes WITHHELD. This equates to 98.09% support for Deloitte LLP and 1.91% withheld, confirming strong approval of the company’s external audit arrangements.

Was Northern Dynasty (NAK)'s share option plan renewal approved at the 2026 AGM?
Yes. Shareholders approved an ordinary resolution authorizing all currently available and unallocated share options under the share option plan until June 24, 2029. The resolution received 123,643,340 votes FOR (68.66%) and 56,425,237 votes AGAINST (31.34%).

How many Northern Dynasty (NAK) shares were represented by non-votes at the 2026 AGM?
Non-votes varied by resolution, including 112,044,053 to 112,044,055 non-votes on director elections, 1 non-vote on the auditor appointment, and 112,044,055 non-votes on the share option plan resolution. Non-votes reflect discretionary broker votes from U.S. holders not permitted under Canadian rules.

What shareholder turnout did Northern Dynasty (NAK) report for the 2026 AGM?
The company reported that 292,112,632 common shares were voted, representing 52.16% of votes attached to all outstanding common shares as of the May 5, 2026 record date. This figure reflects the participation level of eligible shareholders in the annual meeting.

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. 001-32210

NORTHERN DYNASTY MINERALS LTD.
(Translation of registrant's name into English)

14th Floor - 1040 West Georgia Street
Vancouver, British Columbia, V6E 4H1, 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  
99.1 Voting Results Report for the June 24, 2026 Annual General Meeting
99.2 News Release dated June 24, 2026

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.

Date:  June 26th, 2026

  NORTHERN DYNASTY MINERALS LTD.
  (Registrant)
   
  /s/ Trevor Thomas
  Trevor Thomas
  Secretary and General Counsel

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

OF

NORTHERN DYNASTY MINERALS LTD.
(the "Company")

The Company reports that the following matters were voted upon by the Shareholders of the Company at the annual general meeting of the Company held on June 24, 2026 (the "Meeting").

1. The following directors were elected at the Meeting, with the following voting results for each nominee:

DIRECTOR FOR % WITHHELD %
Desmond M. Balakrishnan 96,764,536 53.74 83,304,043 46.26
Robin Bienenstock 174,211,611 96.75 5,856,967 3.25
Robert A. Dickinson 165,272,924 91.78 14,795,653 8.22
Wayne Kirk 167,117,517 92.81 12,951,063 7.19
Stephen Meyer 174,725,860 97.03 5,342,718 2.97
Julie Morman 174,438,495 96.87 5,630,083 3.13
Kenneth W. Pickering 173,330,632 96.26 6,737,946 3.74
Isabel Satra 172,212,115 95.64 7,856,462 4.36
Ronald Thiessen 174,591,916 96.96 5,476,663 3.04

2. Deloitte, Chartered Professional Accountants, were appointed auditor of the Company.  Shares voted in person and by proxies received represented 286,544,094 (98.09%) votes FOR and 5,568,537 (1.91%) votes WITHHELD.

3. The ordinary resolution to approve and authorize for grant all currently available and unallocated share options issuable pursuant to the Share Option Plan until June 24, 2029, was passed. Shares voted in person and proxies received represented 123,643,340 (68.66%) votes FOR and 56,425,237 (31.34%) votes AGAINST.

There were non-votes recorded (but not voted) on each resolution as follows: non-votes on the resolutions to elect each director as follows: Desmond M. Balakrishnan and Ronald Thiessen: 112,044,053; Robin Bienenstock, Stephen Meyer, Julie Morman and Kenneth W. Pickering: 112,044,054; Robert A. Dickinson and Isabel Satra: 112,044,055; and Wayne Kirk: 112,044,052, 1 non-vote on the appointment of the auditor and 112,044,055 non-votes on the approval of the grant all currently available and unallocated share options, respectively. Non-votes are discretionary votes given to a broker by a US beneficial holder not allowed under Canadian Securities Regulations.

Northern Dynasty Reports Annual General Meeting Results and Welcomes New Directors

June 24, 2026 Vancouver - Northern Dynasty Minerals Ltd. (TSX: NDM; NYSE American: NAK) ("Northern Dynasty" or the "Company") announces the voting results from its 2025 Annual Meeting of Shareholders held on June 24, 2026 in Vancouver, British Columbia (the "Meeting") and welcomes new members to its Board of Directors. A total of 292,112,632 common shares were voted at the Meeting, representing 52.16% of the votes attached to all outstanding common shares as of the record date of May 5, 2026. Consistent with the Company's recommendations, shareholders voted in favour of all items of business considered at the Meeting, as follows:

Director

Votes For

Percentage

Votes Withheld

Percentage

Desmond Balakrishnan

96,764,536

53.74

83,304,043

46.26%

Robin Bienenstock

174,211,611

96.75%

5,856,967

3.35%

Robert Dickinson

165,272,924

91.78%

14,795,653

8.22%

Wayne Kirk

167,117,517

92.81%

12,951,063

7.19%

Stephen Meyer

174,725,860

97.03%

5,342,718

2.97%

Julie Morman

174,438,495

96.87%

5,630,083

3.13%

Kenneth Pickering

173,330,632

96.26%

6,737,946

3.74%

Isabel Satra

172,212,115

95.64%

7,856,462

4.36%

Ronald Thiessen

174,591,916

96.96%

5,476,663

3.04%

For the other items at the Meeting, shareholders re-appointed Deloitte LLP as the Company's auditor (286,544,094 votes FOR (98.09%) and 5,568,537 votes WITHHELD (1.91%) and approved a resolution that authorized for grant all currently available and unallocated share options issuable pursuant to the Company's share option plan until June 24, 2029 (123,643,340 votes FOR (68.66%) and 56,425,237 votes AGAINST (31.34%).

Detailed voting results for the Meeting will be available on SEDAR plus at www.sedarplus.ca.

Robert Dickinson, Chairman, said "I would like to welcome Julie Morman, Robin Bienenstock and Steve Meyer to Northern Dynasty's Board of Directors. They bring highly complementary experience in Alaska, in mining and in finance, as well as valuable insight that will enhance the Board's ability to provide strong guidance as the Company advances the Pebble Project. I also want to thank Siri Genik and Josie Hickel, who have left the Board, for their contributions to our success to date."

About Northern Dynasty Minerals Ltd.

Northern Dynasty is a mineral exploration and development company based in Vancouver, Canada. Northern Dynasty's principal asset, owned through its wholly owned Alaska-based U.S. subsidiary, Pebble Limited Partnership, is a 100% interest in a contiguous block of 1,840 mineral claims in Southwest Alaska, including the Pebble deposit, located 200 miles from Anchorage and 125 miles from Bristol Bay. The Pebble Partnership is the proponent of the Pebble Project.

For further details on Northern Dynasty and the Pebble Project, please visit the Company's website at www.northerndynastyminerals.com or contact Investor services at (604) 684-6365 or within North America at 1-800-667-2114. Public filings, which include forward looking information cautionary language and risk factor disclosure regarding the Company and the Pebble Project can be found in Canada at www.sedarplus.ca and in the United States at www.sec.gov.

Ronald W. Thiessen

President & CEO

U.S. Media Contact:

Dan Gagnier, Gagnier Communications (646) 569-5897

Forward Looking Information and other Cautionary Factors

This document includes certain statements that may be deemed "forward-looking statements" under the United States Private Securities Litigation Reform Act of 1995 and under applicable provisions of Canadian provincial securities laws. All statements in this document, other than statements of historical facts are forward-looking statements. Investors should also consider  the risk factors identified in the Company's Annual Information Form for the year ended December 31, 2025, as filed on SEDAR+ (www.sedarplus.ca) and included in its annual report on Form 40-F filed on EDGAR (www.sec.gov), as well as the risk factors set out in the Company's subsequent public continuous disclosure filings available on SEDAR+ and EDGAR. For more information on the Company, Investors should review the Company's filings with the United States Securities and Exchange Commission at www.sec.gov and its home jurisdiction filings that are available at www.sedarplus.ca.

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