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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 2025
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 19, 2025 Annual General Meeting |
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 20th, 2025
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 19, 2025 (the "Meeting").
1. The following directors were elected at the Meeting, with the following voting results for each nominee:
| DIRECTOR | FOR | % | WITHHELD | % |
| Ronald W. Thiessen | 120,671,698.00 | 97.38% | 3,243,376 | 2.62% |
| Robert A. Dickinson | 120,175,298.00 | 96.98% | 3,739,776 | 3.02% |
| Desmond M. Balakrishnan | 83,674,010.00 | 67.53% | 40,241,064 | 32.47% |
| Christian Milau | 119,770,884.00 | 96.66% | 4,144,190 | 3.34% |
| Kenneth W. Pickering | 119,914,638.00 | 96.77% | 4,000,436 | 3.23% |
| Wayne Kirk | 119,282,880.00 | 96.26% | 4,632,194 | 3.74% |
| Siri C. Genik | 120,203,624.00 | 97.00% | 3,711,450 | 3.00% |
| Isabel Satra | 120,156,407.00 | 96.97% | 3,758,667 | 3.03% |
| Josie Hickel | 120,550,554.00 | 97.28% | 3,364,520 | 2.72% |
2. Deloitte, Chartered Professional Accountants, were appointed auditor of the Company. Shares voted in person and by proxies received represented 229,447,472 (99.03%) votes FOR and 2,254,296 (0.97%) votes WITHHELD.
3. The ordinary resolution to approve the Amended and Restated Option Plan dated for reference May 2, 2025, was passed. Shares voted in person and proxies received represented 86,245,550 (69.60%) votes FOR and 37,669,524 (30.40%) votes AGAINST.
4. The ordinary resolution to approve Amended and Restated Non-Employee Directors Deferred Share Unit Plan was passed. Shares voted in person and proxies received represented 114,714,986 (92.58%) votes FOR and 9,200,088 (7.42%) votes AGAINST.
5. The ordinary resolution to approve the Shareholder Rights Plan Agreement between the Company and Computershare Trust Company of Canada, dated as of May 10, 2016 and as amended and extended June 19, 2025 for a further three years was passed. 117,785,972 (95.05%) votes FOR and 6,129,102 (4.95%) votes AGAINST.
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There were non-votes recorded (but not voted) on each resolution as follows: 107,786,694 non-votes on the resolutions to elect each director, the approval of the Amended and Restated Share Option Plan, approval of the Amended Deferred Share Unit Plan and the Renewal of the Shareholder Rights Plan, respectively. Non-votes are discretionary votes given to a broker by a US beneficial holder not allowed under Canadian Securities Regulations.