The Conversation (0)
- 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
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:
| Proposal 2 | Outcome of the | Votes by Ballot | |
| Election of Directors | 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
Figure 1: Long Section of the Never Never Gold Deposit and the Pepper, Four Pillars and West Winds Gold Prospects looking east. Proposed exploration drill drive design in black.