8-K
NOVAGOLD RESOURCES INC (NG)
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, 2022 (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 | NG | NYSE American<br><br> <br>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).
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 CertainOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2022, NOVAGOLD RESOURCES INC. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format.
Item 5.07 Submission of Matters to a Vote ofSecurity Holders
On May 18, 2022, 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 25, 2022:
Proposal 1:
The Company’s shareholders approved setting the number of directors of the Company at eleven:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 274,603,519 | 2,759,148 | 631,924 | 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 | 257,097,146 | 3,380,588 | 17,516,857 |
| Sharon Dowdall | 252,857,047 | 7,620,687 | 17,516,857 |
| Dr. Diane Garrett | 258,169,285 | 2,308,449 | 17,516,857 |
| Dr. Thomas Kaplan | 258,809,101 | 1,668,633 | 17,516,857 |
| Gregory Lang | 259,660,658 | 817,076 | 17,516,857 |
| Igor Levental | 256,598,064 | 3,879,670 | 17,516,857 |
| Kalidas Madhavpeddi | 245,264,836 | 15,212,898 | 17,516,857 |
| Kevin McArthur | 259,610,343 | 867,391 | 17,516,857 |
| Clynton Nauman | 257,175,544 | 3,302,190 | 17,516,857 |
| Ethan Schutt | 258,124,301 | 2,353,433 | 17,516,857 |
| Anthony Walsh | 255,393,306 | 5,084,428 | 17,516,857 |
Proposal 3:
The Company’s shareholders ratified the appointment 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 |
|---|---|---|
| 274,381,861 | 3,612,730 | 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 |
|---|---|---|---|
| 248,235,710 | 10,953,539 | 1,288,485 | 17,516,857 |
Item 7.01 Regulation FD Disclosure
On May 20, 2022, 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 20, 2022 issued by NOVAGOLD RESOURCES INC. relating to voting results from its Annual Meeting |
| 104 | Cover Page Interactive Data File – The cover page interactive data<br> 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 20, 2022 | NOVAGOLD RESOURCES INC. | |
|---|---|---|
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer |
Exhibit 99.1
NOVAGOLD AnnouncesElection of Directors and Voting Results from
2022 VirtualAnnual General Meeting of Shareholders
| A total of 277,994,591 or 83.43% of the Company’s issued and outstanding<br>shares were represented at the Meeting |
|---|
| All four proposals to shareholders were approved, including the election<br>of all eleven director nominees; Kevin McArthur joins the Board |
| --- |
| During the 2022 proxy season, NOVAGOLD placed outreach calls to shareholders<br>holding approximately 86% of the Company’s issued and outstanding common shares entitled to vote |
| --- |
May 20, 2022 - Vancouver, British Columbia – 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, 2022 (the “Meeting”). All proposals were approved and all eleven director nominees were elected. A total of 277,994,591 or 83.43% of the Company’s issued and outstanding shares were represented at the Meeting.
Kevin McArthur joins the Board of Directors of NOVAGOLD
The Company is also pleased to report the election of Kevin McArthur to its Board at the Meeting, effective May 18, 2022. Mr. McArthur is an industry leader with over 40 years of experience encompassing many facets of the mining business, including operations, corporate development and executive management. He currently serves as a non-executive director of Royal Gold, Inc. and First Quantum Minerals Ltd. Mr. McArthur served as CEO of major precious metals mining companies, including Goldcorp Inc., Glamis Gold Ltd. and Tahoe Resources Inc., which was subsequently acquired by Pan American Silver Corporation. His earlier career focused on mine operations and project development with major international mining companies, including, BP Minerals and Homestake Mining Company. Mr. McArthur obtained a degree in Mining Engineering from the University of Nevada in 1979.
Shareholder Engagement
During this year’s proxy outreach, NOVAGOLD engaged with shareholders owning 40,000-plus shares; thus contacting holders of approximately 86% 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 corporate 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 eleven. The votes received by ballot were as follows:
| Votes For | 274,603,519 | 98.78% |
|---|---|---|
| Votes Against | 2,759,148 | 0.99% |
| Abstentions | 631,924 | 0.22% |
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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<br><br> <br>Vote | Votes by Ballot | |
|---|---|---|---|
| Election of Directors | Votes For | Votes Withheld | |
| Dr. Elaine Dorward-King | Carried | 257,097,146<br><br> <br>(98.70%) | 3,380,588<br><br> <br>(1.29%) |
| Sharon Dowdall | Carried | 252,857,047 <br><br>(97.07%) | 7,620,687 <br><br>(2.92%) |
| Dr. Diane Garrett | Carried | 258,169,285 <br><br>(99.11%) | 2,308,449 <br><br>(0.88%) |
| Dr. Thomas Kaplan | Carried | 258,809,101 <br><br>(99.35%) | 1,668,633 <br><br>(0.64%) |
| Gregory Lang | Carried | 259,660,658 <br><br>(99.68%) | 817,076 <br><br>(0.31%) |
| Igor Levental | Carried | 256,598,064 <br><br>(98.51%) | 3,879,670 <br><br>(1.48%) |
| Kalidas Madhavpeddi | Carried | 245,264,836 <br><br>(94.15%) | 15,212,898 <br><br>(5.84%) |
| Kevin McArthur | Carried | 259,610,343 <br><br>(99.66%) | 867,391 <br><br>(0.33%) |
| Clynton Nauman | Carried | 257,175,544 <br><br>(98.73%) | 3,302,190 <br><br>(1.26%) |
| Ethan Schutt | Carried | 258,124,301 <br><br>(99.09%) | 2,353,433 <br><br>(0.90%) |
| Anthony Walsh | Carried | 255,393,306 <br><br>(98.04%) | 5,084,428 <br><br>(1.95%) |
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 | 274,381,861 | 98.70% |
|---|---|---|
| Votes Withheld | 3,612,730 | 1.29% |
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 | 248,235,710 | 95.30% |
|---|---|---|
| Votes Against | 10,953,539 | 4.20% |
| Abstentions | 1,288,485 | 0.49% |
Full details of all proposals are fully described in the Company’s Management Information Circular dated March 25, 2022 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 on EDGAR.
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Following the Meeting, the Board dissolved the Environment, Health, Safety, Sustainability and Technical Committee and two committees were created in its place: the Engineering and Technical Committee and the Sustainability Committee. The Board appointed Kevin McArthur to serve on the Corporate Communications Committee, and the Engineering and Technical Committee. The membership of each the standing Board committees is available on the Company’s website at: https://www.novagold.com/company/directors/.
The Annual General Meeting of Shareholders webcast and corporate presentation is available on NOVAGOLD’s website under Presentations.
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Allison Pettit
Manager, Communications
604-669-6227 or 1-866-669-6227
www.novagold.com
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