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 May 2015.

 

Commission File Number 001-31722

 

 

New Gold Inc.

 

Suite 1800 – 555 Burrard Street

Vancouver, British Columbia V7XC 1M9

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 ☒

 

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.

 

 

 

DOCUMENTS FILED AS PART OF THIS FORM 6-K

 

Exhibit   Description
99.1   Voting Results - Annual and Special Meeting April 29, 2015
     

 

 

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.

 

      NEW GOLD INC.
       
    By: /s/ Lisa Damiani  
Date:  May 1, 2015    

Lisa Damiani

Vice President, General Counsel and Corporate Secretary



Exhibit 99.1

 

 

 

April 30, 2015

 

British Columbia Securities Commission

Alberta Securities Commission

Autorite des marche financiers

Manitoba Securities Commission

New Brunswick Securities Commission

Nova Scotia Securities Commission

Ontario Securities Commission

Registrar of Securities, Nunavut

Saskatchewan Securities Commission

Superintendent of Securities, Newfoundland and Labrador

Superintendent of Securities, Prince Edward Island

Superintendent of Securities, Yukon Territory

Superintendent of Securities, Northwest Territories

Toronto Stock Exchange

 

 

Re: Report of Voting Results

 

In accordance with Section 11.3 of National Instrument 51-102 - Continuous Disclosure Obligations, we advise of the results of the voting on the matters submitted to the annual and special meeting (“Meeting”) of the shareholders (“Shareholders”) of New Gold Inc. (“Company”) held on April 29, 2015 in Toronto, Ontario.

 

The matters voted on at the Meeting and the results of the voting were as follows:

 

Item 1: Election of Directors

 

On a vote by ballot, each of the eight nominees in the Company’s management information circular dated March 17, 2015 (“Circular”) were elected as directors of the Company.

 

Director Nominee Number of Shares Percentage of Votes Cast
Votes For Votes Withheld Votes For Votes Withheld
David Emerson 299,716,755 4,876,427 98.40% 1.60%
James Estey 303,173,558 1,601,374 99.47% 0.53%
Robert Gallagher 302,083,640 2,509,541 99.18% 0.82%
Vahan Kololian 302,752,106 1,841,075 99.40% 0.60%
Martyn Konig 302,946,619 1,828,312 99.40% 0.60%
Pierre Lassonde 303,086,474 1,506,707 99.51% 0.49%
Randall Oliphant 295,781,606 8,811,575 97.11% 2.89%
Raymond Threlkeld 277,306,846 27,286,335 91.04% 8.96%

 

 
 

Item 2: Appointment of Auditor

 

On a vote by show of hands, Deloitte LLP was appointed as the auditor of the Company to hold office until the close of the next annual meeting of Shareholders or until their successors are appointed, and the directors of the Company were authorized to fix the remuneration of the auditors. The Company received the following proxy votes from Shareholders in respect of this resolution:

 

Number of Shares Percentage of Votes Cast


Votes For
Votes Withheld Votes For Votes Withheld
           371,680,275                       832,316 99.78% 0.22%

 

Item 3: Adoption of Advance Notice Policy

 

On a vote by ballot, the Company’s advance notice policy, as more particularly described in the Circular, was ratified, confirmed and approved. The Company received the following proxy votes from Shareholders in respect of this resolution:

 

Number of Shares Percentage of Votes Cast


Votes For
Votes Against Votes For Votes Against
           302,405,749                     2,322,011 99.24% 0.76%

 

Item 4: Renewal of Shareholder Rights Plan

 

On a vote by show of hands, the amended and restated shareholder rights plan of the Company, as more particularly described in the Circular, was ratified, confirmed and approved. The Company received the following proxy votes from Shareholders in respect of this resolution:

 

Number of Shares Percentage of Votes Cast


Votes For
Votes Against Votes For Votes Against
        289,784,896           14,989,545 95.08% 0.492%

 

 
 

Item 5: Say on Pay Advisory Vote

 

On a vote by show of hands, the shareholders accepted the Board’s approach to executive compensation. The Company received the following proxy votes from Shareholders in respect of this resolution:

 

Number of Shares Percentage of Votes Cast


Votes For
Votes Against Votes For Votes Against
               294,625,663                    10,102,488 96.68% 3.32%

 

Yours truly,
New Gold Inc.

 

/s/ Lisa Damiani

Lisa Damiani

Vice President, General Counsel

and Corporate Secretary

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