The Conversation (0)
- A total of 326,713,666 or 74.45% of the Company's issued and outstanding shares were represented at the Meeting
- All seven proposals to shareholders were approved, including the election of all director nominees
- During the 2026 proxy season, NOVAGOLD placed outreach calls to shareholders holding approximately 96% 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 14, 2026 (the "Meeting"). All proposals were approved and all director nominees were elected. A total of 326,713,666 or 74.45% 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 at least 45,000 shares each, who collectively hold approximately 96% of the Company's issued and outstanding common shares entitled to vote at the Meeting. Additionally, a digital broadcast message was sent out to shareholders holding at least 5,000 shares, enabling efficient outreach in addition to phone calls. Year-over-year the input received from shareholders has helped shape and improve the Company's governance and compensation practices. The Company will again be conducting post-proxy outreach in the Fall to gather additional insight from its shareholders to continue to improve upon its disclosure, governance, and compensation practices.
Shareholder Voting Results
The shareholders voted on the following matters at this year's Meeting:
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 1 | Outcome of the | Votes by Ballot | |
| Election of Directors | Vote | Votes For | Votes Withheld |
| Dr. Elaine Dorward-King | Carried | 270,754,327 (91.45%) | 25,284,174 (8.54%) |
| Ali Erfan | Carried | 293,934,428 (99.28%) | 2,104,073 (0.71%) |
| Dr. Thomas Kaplan | Carried | 287,599,587 (97.14%) | 8,438,914 (2.85%) |
| Hume Kyle | Carried | 292,361,355 (98.75%) | 3,677,146 (1.24%) |
| Gregory Lang | Carried | 294,213,852 (99.38%) | 1,824,649 (0.61%) |
| Kalidas Madhavpeddi | Carried | 262,931,112 (88.81%) | 33,107,389 (11.18%) |
| Kevin McArthur | Carried | 294,672,498 (99.53%) | 1,366,003 (0.46%) |
| Daniel Muñiz-Quintanilla | Carried | 270,538,731 (91.38%) | 25,499,770 (8.61%) |
| Ethan Schutt | Carried | 287,980,445 (97.27%) | 8,058,056 (2.72%) |
| Dawn Whitaker | Carried | 288,601,466 (97.48%) | 7,437,035 (2.51%) |
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 | 317,132,167 | 97.06% | |
| Votes Withheld | 9,581,499 | 2.93% | |
Proposal 3 – Approve amendment to the Stock Award Plan and all unallocated entitlements thereunder
The vote was carried for the Stock Award Plan. The votes received by ballot were as follows:
| Votes For | 255,153,946 | 86.18% | |
| Votes Against | 40,312,819 | 13.61% | |
| Abstentions | 571,736 | 0.19% | |
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 | 264,889,270 | 89.47% | |
| Votes Against | 30,721,918 | 10.37% | |
| Abstentions | 427,313 | 0.14% | |
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 | 268,987,469 | 90.86% | |
| Votes Against | 26,642,843 | 8.99% | |
| Abstentions | 408,189 | 0.13% | |
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 | 214,048,542 | 72.30% | |
| Votes Against | 81,376,553 | 27.48% | |
| Abstentions | 613,406 | 0.20% | |
Proposal 7 – Advisory Approval on Frequency of Seeking Non-Binding Approval of Executive Compensation
The vote was carried on the annual submission of the non-binding vote on compensation of the Company's Named Executive Officers. The votes received by ballot were as follows:
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN |
| 294,438,533 | 374,890 | 597,803 | 627,275 |
Full details of all proposals are fully described in the Company's Management Information Circular dated March 24, 2026 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 Annual Meeting Materials and Presentations.
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Frank Gagnon
Manager, Investor Relations
604-669-6227 or 1-866-669-6227
info@novagold.com
www.novagold.com
