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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 18, 2023 (Date of earliest event reported)
NOVAGOLD RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
| British Columbia | 001-31913 | N/A |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification) |
201 South Main Street, Suite 400, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
(801) 639-0511
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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Common Shares
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NG |
NYSE American Toronto Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2023, NOVAGOLD RESOURCES INC. (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 18, 2023, the Company held its Annual Meeting in a virtual format. At the Annual Meeting, the Company’s shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 24, 2023:
Proposal 1:
The Company’s shareholders elected the following directors to hold office until the next annual meeting of shareholders or until a successor is elected or appointed:
| Name | Votes For | Withheld | Broker Non-Votes |
| Dr. Elaine Dorward-King | 263,941,771 | 3,517,519 | 16,998,664 |
| Dr. Diane Garrett | 258,982,243 | 8,477,047 | 16,998,664 |
| Dr. Thomas Kaplan | 264,468,481 | 2,990,809 | 16,998,664 |
| Hume Kyle | 266,699,853 | 759,437 | 16,998,664 |
| Gregory Lang | 265,885,009 | 1,574,281 | 16,998,664 |
| Kalidas Madhavpeddi | 261,382,272 | 6,077,018 | 16,998,664 |
| Kevin McArthur | 262,363,487 | 5,095,803 | 16,998,664 |
| Daniel Muñiz-Quintanilla | 257,946,124 | 9,513,166 | 16,998,664 |
| Ethan Schutt | 261,722,045 | 5,737,245 | 16,998,664 |
| Anthony Walsh | 262,982,560 | 4,476,730 | 16,998,664 |
| Dawn Whittaker | 266,508,418 | 950,872 | 16,998,664 |
Proposal 2:
The Company’s shareholders appointed of PricewaterhouseCoopers LLP as auditors of the Company until the next annual meeting of the shareholders of the Company or until a successor is appointed and authorized the Company’s Audit Committee of the Board of Directors to fix their remuneration:
| Votes For | Withheld | Broker Non-Votes |
| 281,594,022 | 2,863,932 | 0 |
Proposal 3:
The Company’s shareholders approved all unallocated entitlements under the Company’s Stock Award Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 227,431,669 | 39,490,733 | 536,888 | 16,998,664 |
Proposal 4:
The Company’s shareholders approved all unallocated entitlements under the Company’s Performance Share Unit Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 238,158,490 | 28,767,073 | 533,727 | 16,998,664 |
Proposal 5:
The Company’s shareholders approved all unallocated entitlements under the Company’s Deferred Share Unit Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 262,907,150 | 4,010,460 | 541,680 | 16,998,664 |
Proposal 6:
The Company’s shareholders approved a non-binding resolution approving the compensation of the Company’s “Named Executive Officers”:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 253,638,153 | 13,317,773 | 503,364 | 16,998,664 |
Item 7.01 Regulation FD Disclosure
On May 23, 2023, the Company issued a press release announcing the election of directors and voting results from the Annual Meeting. The press release is attached hereto as Exhibit 99.1.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press release dated May 23, 2023 issued by NOVAGOLD RESOURCES INC. relating to voting results from its Annual Meeting |
| 104 | Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
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 hereunto duly authorized.
| Dated: May 23, 2023 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer | ||
Exhibit 99.1
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NOVAGOLD Announces Election of Directors and Voting Results from
2023 Virtual Annual General Meeting of Shareholders
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A total of 284,457,954 or 85.17% of the Company’s issued and outstanding shares were represented at the Meeting |
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All six proposals to shareholders were approved, including the election of all eleven director nominees; Hume Kyle, Daniel Muñiz-Quintanilla, and Dawn Whittaker join the Board |
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During the 2023 proxy season, NOVAGOLD placed outreach calls to shareholders holding approximately 92.21% of the Company’s issued and outstanding common shares entitled to vote |
May 23, 2023 - Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) is pleased to announce the detailed voting results on the items of business considered at its Annual General Meeting of Shareholders held on May 18, 2023 (the “Meeting”). All proposals were approved and all eleven director nominees were elected. A total of 284,457,954 or 85.17% of the Company’s issued and outstanding shares were represented at the Meeting.
Hume Kyle, Daniel Muñiz-Quintanilla, and Dawn Whittaker join the Board Directors of NOVAGOLD
The Company is delighted to report the election of Hume Kyle, Daniel Muñiz-Quintanilla, and Dawn Whittaker to its Board at the Meeting, effective May 18, 2023. The three new Directors will fill one vacancy and replace Sharon Dowdall and Clynton Nauman, two directors who chose to retire from the Board after many years of dedicated and excellent service to NOVAGOLD. For more information on changes to NOVAGOLD’s Board membership, please view the release from April 19, 2023 here (https://www.novagold.com/investors/news/).
Shareholder Engagement
During this year’s proxy outreach, NOVAGOLD placed calls to shareholders owning 40,000-plus shares who collectively hold approximately 92.21% of the Company’s issued and outstanding common shares entitled to vote at the Meeting. Year-over-year the input received from shareholders has helped shape and improve the Company’s governance practices.
Shareholder Voting Results
The shareholders voted on the following matters at this year’s Meeting:
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Proposal 1 – Election of Directors
The nominees listed in NOVAGOLD’s Management Information Circular were elected as Directors of the Company. Detailed results of the votes are set out below:
| Proposal 2 |
Outcome of the Vote |
Votes by Ballot | |
| Election of Directors | Votes For | Votes Withheld | |
| Dr. Elaine Dorward-King | Carried |
263,941,771 (98.68%) |
3,517,519 (1.31%) |
| Dr. Diane Garrett | Carried | 258,982,243 (96.83%) |
8,477,047 (3.16%) |
| Dr. Thomas Kaplan | Carried | 264,468,481 (98.88%) |
2,990,809 (1.11%) |
| Hume Kyle | Carried | 266,699,853 (99.71%) |
759,437 (0.28%) |
| Gregory Lang | Carried | 265,885,009 (99.41%) |
1,574,281 (0.58%) |
| Kalidas Madhavpeddi | Carried | 261,382,272 (97.72%) |
6,077,018 (2.27%) |
| Kevin McArthur | Carried | 262,363,487 (98.09%) |
5,095,803 (1.90%) |
| Daniel Muñiz-Quintanilla | Carried | 257,946,124 (96.44%) |
9,513,166 (3.55%) |
| Ethan Schutt | Carried | 261,722,045 (97.85%) |
5,737,245 (2.14%) |
| Anthony Walsh | Carried | 262,982,560 (98.32%) |
4,476,730 (1.67%) |
| Dawn Whitaker | Carried | 266,508,418 (99.64%) |
950,872 (0.35%) |
Proposal 2 – Appointment of Auditors
The vote was carried for the Appointment of the Auditors, PricewaterhouseCoopers LLP. The votes received by ballot were as follows:
| Votes For | 281,594,022 | 98.99% | |
| Votes Withheld | 2,863,932 | 1.00% |
Proposal 3 – Approve all unallocated entitlements under the Stock Award Plan
The vote was carried for the Stock Award Plan. The votes received by ballot were as follows:
| Votes For | 227,431,669 | 85.03% | |
| Votes Against | 39,490,733 | 14.76% | |
| Abstentions | 536,888 | 0.20% |
Proposal 4 – Approve all unallocated entitlements under the Performance Share Unit Plan
The vote was carried for the Performance Share Unit Plan. The votes received by ballot were as follows:
| Votes For | 238,158,490 | 89.04% | |
| Votes Against | 28,767,073 | 10.75% | |
| Abstentions | 533,727 | 0.19% |
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Proposal 5 – Approve all unallocated entitlements under the Deferred Share Unit Plan
The vote was carried for the Deferred Share Unit Plan. The votes received by ballot were as follows:
| Votes For | 262,907,150 | 98.29% | |
| Votes Against | 4,010,460 | 1.49% | |
| Abstentions | 541,680 | 0.20% |
Proposal 6 – Advisory Approval of Executive Compensation (“Say-on-Pay”)
The vote was carried on the Say-On-Pay Advisory Vote. The votes received by ballot were as follows:
| Votes For | 253,638,153 | 94.83% | |
| Votes Against | 13,317,773 | 4.97% | |
| Abstentions | 503,364 | 0.18% |
Full details of all proposals are fully described in the Company’s Management Information Circular dated March 24, 2023 available on the Company’s website at www.novagold.com/investors/mic/, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov, and the detailed results of voting on each proposal are included in the Report of Voting Results filed on SEDAR and in the 8-K filed on EDGAR.
The Annual General Meeting of Shareholders webcast and corporate presentation are available on NOVAGOLD’s website under Presentations (https://www.novagold.com/investors/presentations/).
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
1-604-669-6227
or 1-866-669-6227
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