Form 8-K - Current report

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 16, 2024 (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

Common Shares

NYSE American

Toronto Stock Exchange

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 of this chapter).

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 16, 2024, NOVAGOLD RESOURCES INC. (the “Company”) held its 2024 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 16, 2024, 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 22, 2024:

Proposal 1:

The Company’s shareholders approved setting the number of Directors at ten.

Votes For	Votes Against	Abstain	Broker Non-Votes
268,087,918	2,039,712	304,577	0

Proposal 2:

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	241,696,758	8,411,746	20,323,703
Dr. Diane Garrett	249,250,261	858,243	20,323,703
Dr. Thomas Kaplan	247,649,242	2,459,262	20,323,703
Hume Kyle	248,974,183	1,134,321	20,323,703
Gregory Lang	247,987,716	2,120,788	20,323,703
Kalidas Madhavpeddi	243,708,368	6,400,136	20,323,703
Kevin McArthur	246,924,498	3,184,006	20,323,703
Daniel Muñiz Quintanilla	240,103,927	10,004,577	20,323,703
Ethan Schutt	248,463,674	1,644,830	20,323,703
Dawn Whittaker	248,687,828	1,420,676	20,323,703

Proposal 3:

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
266,107,741	4,324,466	0

Proposal 4:

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
209,392,810	39,591,494	1,124,200	20,323,703

Item 7.01 Regulation FD Disclosure

On May 21, 2024, 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 21, 2024 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 21, 2024	NOVAGOLD RESOURCES INC.

	By:	/s/ David A. Ottewell
		David A. Ottewell
		Vice President and Chief Financial Officer

Exhibit 99.1

NEWS RELEASE

NOVAGOLD Announces Election of Directors and Voting Results from

2024 Virtual Annual General Meeting of Shareholders

A total of 270,432,207 or 80.87% of the Company’s issued and outstanding shares were represented at the Meeting

All four proposals to shareholders were approved, including the election of all ten director nominees

During the 2024 proxy season, NOVAGOLD placed outreach calls to shareholders holding approximately 84.28% of the Company’s issued and outstanding common shares entitled to vote

May 21, 2024 - 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 16, 2024 (the “Meeting”). All proposals were approved and all ten director nominees were elected. A total of 270,432,207or 80.87% of the Company’s issued and outstanding shares were represented at the Meeting.

Shareholder Engagement

During this year’s proxy outreach, NOVAGOLD placed calls to shareholders owning 50,000-plus shares who collectively hold approximately 84.28% 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:

Proposal 1 – Setting the Number of Directors

The vote was carried to set the number of Directors at ten. The votes received by ballot were as follows:

Votes For	268,087,918	99.13%
Votes Against	2,039,712	0.75%
Abstentions	304,577	0.11%

Proposal 2 – 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:

www.novagold.com

Page | 1

NEWS RELEASE

Proposal 2	Outcome of the Vote	Votes by Ballot
Election of Directors	Outcome of the Vote	Votes For	Votes Withheld
Dr. Elaine Dorward-King	Carried	241,696,758 (96.63%)	8,411,746 (3.36%)
Dr. Diane Garrett	Carried	249,250,261 (99.65%)	858,243 (0.34%)
Dr. Thomas Kaplan	Carried	247,649,242 (99.01%)	2,459,262 (0.98%)
Hume Kyle	Carried	248,974,183 (99.54%)	1,134,321 (0.45%)
Gregory Lang	Carried	247,987,716 (99.15%)	2,120,788 (0.84%)
Kalidas Madhavpeddi	Carried	243,708,368 (97.44%)	6,400,136 (2.55%)
Kevin McArthur	Carried	246,924,498 (98.72%)	3,184,006 (1.27%)
Daniel Muñiz Quintanilla	Carried	240,103,927 (95.99%)	10,004,577 (4.00%)
Ethan Schutt	Carried	248,463,674 (99.34%)	1,644,830 (0.65%)
Dawn Whitaker	Carried	248,687,828 (99.43%)	1,420,676 (0.56%)

Proposal 3 – 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	266,107,741	98.40%
Votes Withheld	4,324,466	1.59%

Proposal 4 – 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	209,392,810	83.72%
Votes Against	39,591,494	15.82%
Abstentions	1,124,200	0.44%

Full details of all proposals are fully described in the Company’s Management Information Circular dated March 22, 2024 available on the Company’s website at www.novagold.com/investors/mic/, on SEDAR+ at www.sedarplus.ca, 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.

NOVAGOLD Contacts:

Mélanie Hennessey
Vice President, Corporate Communications

1-604-669-6227 or 1-866-669-6227

www.novagold.com

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Cover	May 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2024
Entity File Number	001-31913
Entity Registrant Name	NOVAGOLD RESOURCES INC.
Entity Central Index Key	0001173420
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	201 South Main Street
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84111
City Area Code	(801)
Local Phone Number	639-0511
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	NG
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false