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Seabridge Gold (NYSE: SA) holders approve board, auditor and pay

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(Neutral)
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(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Seabridge Gold Inc. reported that shareholders at its annual general meeting approved all items on the agenda. A total of 63,228,532 common shares, representing 58.75% of issued and outstanding shares on the record date, were represented.

All management nominees for the board of directors were elected, each receiving between about 97% and 99.7% of votes cast. KPMG LLP was reappointed as auditor with 96.93% of votes for, and shareholders authorized directors to set the auditors’ remuneration with 98.28% support.

Shareholders also approved, on an advisory basis, the Company’s approach to executive compensation, with 96.17% of votes in favor. The meeting included 18,362,198 shares classified as non-votes under U.S. proxy rules for certain proposals.

Positive

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Negative

  • None.
Shares represented 63,228,532 shares At annual meeting, representing 58.75% of issued and outstanding
Meeting participation 58.75% Portion of issued and outstanding common shares represented
Highest director support 99.72% Votes for M. Colin Joudrie’s election to the board
Lowest director support 97.07%-97.09% Votes for Melanie R. Miller and Rudi P. Fronk
Auditor reappointment support 96.93% Votes for reappointment of KPMG LLP as auditor
Executive pay advisory support 96.17% Votes for the company’s approach to executive compensation
Non-vote shares 18,362,198 shares Non-votes under U.S. proxy rules for certain proposals
advisory basis financial
"Approval, on an advisory basis, of the Corporation's approach on executive compensation"
executive compensation financial
"Approval, on an advisory basis, of the Corporation's approach on executive compensation"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
non-votes financial
"A total of 18,362,198 shares were "non-votes" under U.S. proxy rules"
Non-votes are shares present at a shareholder meeting for which no affirmative or negative choice is recorded, either because the owner abstains or an intermediary lacks authority to cast a ballot. Think of it as people in a room who listen but don’t raise a hand; they reduce the number of active votes and can change whether a proposal meets the required approval threshold. Investors watch non-votes because they affect outcomes and signal shareholder disengagement.
National Instrument 51-102 regulatory
"SECTION 11.3 OF NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS"
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.
continuous disclosure obligations regulatory
"SECTION 11.3 OF NATIONAL INSTRUMENT 51-102 CONTINUOUS DISCLOSURE OBLIGATIONS"
A legal duty for publicly traded companies to quickly share any material information about their business, finances, operations, or risks with the market so all investors have the same facts at the same time. It matters because timely, equal access to key news helps prices reflect true value, reduces the chance of sudden surprises, and protects investors from unfair advantage—like keeping a public scoreboard updated so everyone sees the current score.
Annual General Meeting of Shareholders financial
"matters voted upon at the Annual General Meeting of Shareholders of Seabridge Gold Inc."
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FAQ

What did Seabridge Gold (SA) shareholders approve at the 2026 annual meeting?
Shareholders approved all items, including electing all management director nominees, reappointing KPMG LLP as auditor, authorizing directors to set auditor pay, and endorsing Seabridge Gold’s executive compensation approach on an advisory basis, with strong majority support on each resolution.

How many Seabridge Gold shares were represented at the June 24, 2026 meeting?
The meeting had 63,228,532 common shares represented, equal to 58.75% of issued and outstanding shares on the record date. This participation level formed the basis for all voting outcomes reported by Seabridge Gold at the annual general meeting.

How strongly were Seabridge Gold’s director nominees supported in the 2026 vote?
Each director nominee received between roughly 97% and 99.72% of votes cast in favor. For example, M. Colin Joudrie received 44,738,869 votes for and 127,214 against, reflecting very strong shareholder backing for the company’s proposed board slate.

What were the voting results on Seabridge Gold’s auditor reappointment?
Shareholders approved reappointment of KPMG LLP as auditor for the ensuing year with 96.93% of votes cast in favor. They also authorized the board of directors to fix the auditors’ remuneration, a resolution that received 98.28% shareholder support at the meeting.

How did Seabridge Gold shareholders vote on executive compensation in 2026?
On an advisory basis, 96.17% of votes supported Seabridge Gold’s approach to executive compensation. This non-binding vote indicates broad shareholder agreement with how the company structures and administers pay for its senior executives, as described in its meeting materials.

What are non-votes in Seabridge Gold’s 2026 shareholder meeting results?
The results note 18,362,198 shares as non-votes under U.S. proxy rules for certain items. These shares were counted for quorum but were not cast on director elections, auditor remuneration authorization, or the advisory vote on executive compensation resolutions.

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 1-32135

SEABRIDGE GOLD INC.
(Name of Registrant)

106 Front Street East, Suite 400, Toronto, Ontario, Canada M5A 1E1
(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]

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.

  Seabridge Gold Inc.
  (Registrant)
     
  By:  /s/ Gregory Martin
  Name: Gregory Martin
  Title: Chief Financial Officer
     
     
Date: June 24, 2026    

EXHIBITS

Exhibit   Description
     
99.1   News Release dated June 24, 2026
99.2   Report on Voting Results

News Release

Trading Symbols: TSX: SEA For Immediate Release
  NYSE: SA June 24, 2026

Seabridge Gold Reports on Results of Annual Meeting of Shareholders

Toronto, Canada - Seabridge Gold Inc. (the "Company") (TSX:SEA) (NYSE:SA) today provided the voting results of its annual general meeting of shareholders held on June 24, 2026.

A total of 63,228, 532 common shares were represented at the meeting, representing 58.75% of the issued and outstanding common shares of the Company on the record date. All matters presented for approval at the meeting were duly authorized and approved, as follows:

1. Election of all of management's nominees to the board of directors of the Company;


Director Votes For Votes Against Percentage
For
Trace J. Arlaud 44,453,678 412,404 99.08%
Matthew Coon Come 44,399,730 466,351 98.96%
Rudi P. Fronk 43,559,389 1,306,693 97.09%
M. Colin Joudrie 44,738,869 127,214 99.72%
Melanie R. Miller 43,553,382 1,312,703 97.07%
Clem A. Pelletier 44,671,210 194,874 99.57%
Julie Robertson 44,598,624 267,461 99.40%
John W. Sabine 44,244,629 621,453 98.61%
Gary A. Sugar 44,086,557 779,527 98.26%
Carol T. Willson 43,817,184 1,048,901 97.66%

2. Appointment of KPMG LLP as auditor of the Company for the ensuing year (96.93% votes for);

3. Authorization of the directors to fix the auditors remuneration (98.28% votes for);

4. Approval, on an advisory basis, of the Corporation's approach on executive compensation (96.17% votes for).

A total of 18,362,198 shares were "non-votes" under U.S. proxy rules and were not cast with respect to the election of each of the directors, the auditors' remuneration or the advisory vote on executive compensation.

About Seabridge Gold

Seabridge Gold holds a 100% interest in several North American gold projects. Its principal assets are the KSM and Bronson Corridor projects in British Columbia's Golden Triangle. Additional projects include Snowstorm in Nevada's Getchell Gold Belt, and the 3 Aces project in the Yukon. Further information on Seabridge's mineral reserves and resources is available at www.seabridgegold.com.

None of the Toronto Stock Exchange, New York Stock Exchange, or their Regulation Services Providers accepts responsibility for the adequacy or accuracy of this release.

ON BEHALF OF THE BOARD

"Rudi Fronk"

Chair and C.E.O.

For further information please contact:

Rudi P. Fronk, Chair and C.E.O.

Tel: (416) 367-9292  •  Fax: (416) 367-2711

Email:  info@seabridgegold.com

106 Front Street East, Suite 400, Toronto, ON M5A 1E1, Canada
416-367-9292   www.seabridgegold.com

 

REPORT ON VOTING RESULTS

SECTION 11.3 OF NATIONAL INSTRUMENT 51-102

CONTINUOUS DISCLOSURE OBLIGATIONS

The following is a description of the matters voted upon at the Annual General Meeting of Shareholders of Seabridge Gold Inc., held on June 24, 2026, and the outcome:

Election of Directors

Director Votes For Votes Against Percentage For
Trace J. Arlaud 44,453,678 412,404 99.08%
Matthew Coon Come 44,399,730 466,351 98.96%
Rudi P. Fronk 43,559,389 1,306,693 97.09%
M. Colin Joudrie 44,738,869 127,214 99.72%
Melanie R. Miller 43,553,382 1,312,703 97.07%
Clem A. Pelletier 44,671,210 194,874 99.57%
Julie Robertson 44,598,624 267,461 99.40%
John W. Sabine 44,244,629 621,453 98.61%
Gary A. Sugar 44,086,557 779,527 98.26%
Carol T. Willson 43,817,184 1,048,901 97.66%

Description of Other Matters Voted Upon Outcome of Vote
Reappointment of KPMG LLP as auditor of the corporation for the ensuing year. Resolution approved
Authorization of the directors to fix the auditors remuneration. Resolution approved
Approval, on an advisory basis, of the Corporation's approach on executive compensation. Resolution approved

All resolutions were approved by a show of hands.

DATED at Toronto, Ontario on June 24, 2026.

SEABRIDGE GOLD INC.

Per: "C. Bruce Scott"

C. Bruce Scott

Senior Vice President, General Counsel and Corporate Secretary

106 Front Street East, Suite 400, Toronto, ON M5A 1E1, Canada

416-367-9292 www.seabridgegold.com

Source: View Original Filing on SEC EDGAR

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