Exhibit 99.2
May 21, 2020
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 virtual annual and special general meeting (“Meeting”) of the shareholders of New Gold Inc. (“Company”) held on May 20, 2020.
The matters voted on at the Meeting and the results of the voting were as follows:
Item 1: Setting the size of the board of directors
On a vote by ballot, the number of directors of the Company is set at seven. In connection with the Meeting, valid proxies in respect of this resolution were received as follows:
Number of Shares | Percentage of Votes Cast | ||
Votes For | Votes Against | Votes For | Votes Against |
327,278,257 | 1,462,915 | 99.55 % | 0.45 % |
Item 2: Election of Directors
On a vote by ballot, each of the seven nominees in the Company’s management information circular dated April 3, 2020 (“Circular”) were elected as directors of the Company. In connection with the meeting, valid proxies in respect of this resolution were received as follows:
Director Nominee | Number of Shares | Percentage of Votes Cast | ||
Votes For | Votes Withheld | Votes For | Votes Withheld | |
Renaud Adams | 326,593,124 | 2,148,048 | 99.35 % | 0.65 % |
New Gold Inc. Brookfield Place, 181 Bay Street, Suite 3320, Toronto, ON M5J 2T3 | T +1 416 324 6000 | F +1 416 324 9494 |
www.newgold.com |
Director Nominee | Number of Shares | Percentage of Votes Cast | ||
Votes For | Votes Withheld | Votes For | Votes Withheld | |
Nicholas Chirekos | 326,442,217 | 2,298,955 | 99.30 % | 0.70 % |
Gillian Davidson | 326,211,367 | 2,529,805 | 99.23 % | 0.77 % |
James Gowans | 311,292,746 | 17,448,426 | 94.69 % | 5.31 % |
Margaret Mulligan | 326,271,596 | 2,469,576 | 99.25 % | 0.75 % |
Ian Pearce | 326,496,787 | 2,244,385 | 99.32 % | 0.68 % |
Marilyn Schonberner | 326,233,545 | 2,507,627 | 99.24 % | 0.76 % |
Item 3: Appointment of Auditor
On a vote by ballot, 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 auditor. In connection with the Meeting, valid proxies in respect of this resolution were received as follows:
Number of Shares | Percentage of Votes Cast | ||
Votes For | Votes Withheld | Votes For | Votes Withheld |
364,752,779 | 1,494,278 | 99.59 % | 0.41 % |
Item 4: Approval of unallocated options issuable under the stock option plan
On a vote by ballot, all unallocated options issuable under the Company’s stock option plan were approved and authorized until the date of the Company’s annual shareholders’ meeting to be held in 2023 (provided that such meeting is held on or before May 20, 2023). The Company received the following votes from shareholders in respect of this resolution:
Number of Shares | Percentage of Votes Cast | ||
Votes For | Votes Against | Votes For | Votes Against |
269,230,933 | 59,510,239 | 81.90 % | 18.10 % |
Item 5: Approval of amendments and approval of all unallocated performance share units issuable under the long term incentive plan
On a vote by ballot, all unallocated performance share units issuable under the Company’s long term incentive plan were approved and authorized until the date of the Company’s annual shareholders’ meeting to be held in 2023 (provided that such meeting is held on or May 20, 2023). The Company received the following votes from shareholders in respect of this resolution:
Number of Shares | Percentage of Votes Cast | ||
Votes For | Votes Against | Votes For | Votes Against |
310,180,152 | 18,561,020 | 94.35 % | 5.65 % |
New Gold Inc. Brookfield Place, 181 Bay Street, Suite 3320, Toronto, ON M5J 2T3 | T +1 416 324 6000 | F +1 416 324 9494 |
www.newgold.com |
Item 6: Say on Pay Advisory Vote
On a vote by ballot, the shareholders accepted the Board’s approach to executive compensation. The Company received the following votes from shareholders in respect of this resolution:
Number of Shares | Percentage of Votes Cast | ||
Votes For | Votes Against | Votes For | Votes Against |
281,298,578 | 47,442,594 | 85.57 % | 14.43 % |
Yours truly,
New Gold Inc.
New Gold Inc.
/s/ Sean Keating
Sean Keating
Vice President, General Counsel
and Corporate Secretary
New Gold Inc. Brookfield Place, 181 Bay Street, Suite 3320, Toronto, ON M5J 2T3 | T +1 416 324 6000 | F +1 416 324 9494 |
www.newgold.com |