Novagold Resources Inc 8-K, filed May 18, 2020
Novagold Resources Inc (NG)
About this 8-K
Novagold Resources Inc filed this 8-K on May 18, 2020, reporting on events of May 14, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
(Exact Name of Registrant as Specified in Its Charter)
| N/A | ||
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification) |
(Address of principal executive offices) (Zip Code)
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|
|
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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2020, NOVAGOLD RESOURCES INC. (the “Company”) held its 2020 Annual General Meeting of Shareholders (the “Annual Meeting”) at the Company’s offices in Vancouver, British Columbia, Canada. The information set forth below under Item 5.07 regarding the approval of the amendments to the Company’s Stock Award Plan and Performance Share Unit Plan (collectively, the “Plans”) are incorporated herein by reference. Summaries of the Plans were provided in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 26, 2020. These summaries are incorporated herein by reference to the Proxy Statement and qualified in their entirety by reference to the full text of the Plans, copies of which are attached as appendices to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 14, 2020, the Company held its Annual Meeting at the Company’s offices in Vancouver, British Columbia, Canada. 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 26, 2020:
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 | 228,384,768 | 7,692,753 | 33,497,927 |
| Sharon Dowdall | 233,297,446 | 2,780,075 | 33,497,927 |
| Dr. Diane Garrett | 234,017,892 | 2,059,629 | 33,497,927 |
| Dr. Thomas Kaplan | 234,329,359 | 1,748,162 | 33,497,927 |
| Gregory Lang | 235,598,250 | 479,271 | 33,497,927 |
| Igor Levental | 231,882,849 | 4,194,672 | 33,497,927 |
| Kalidas Madhavpeddi | 232,968,133 | 3,109,388 | 33,497,927 |
| Clynton Nauman | 233,463,642 | 2,613,879 | 33,497,927 |
| Ethan Schutt | 235,517,677 | 559,844 | 33,497,927 |
| Anthony Walsh | 234,855,318 | 1,222,203 | 33,497,927 |
Proposal 2:
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 |
| 265,977,177 | 3,597,313 | 0 |
Proposal 3:
The Company’s shareholders approved certain amendments to the Company’s Stock Award Plan, and approved all unallocated entitlements under the Stock Award Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 223,685,676 | 11,815,167 | 575,719 | 33,497,928 |
Proposal 4:
The Company’s shareholders approved certain amendments to the Company’s Performance Share Unit Plan, and approved all unallocated entitlements under the Performance Share Unit Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 226,784,994 | 8,680,650 | 610,918 | 33,497,928 |
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 |
| 229,432,606 | 5,997,404 | 646,552 | 33,497,928 |
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 |
| 206,218,591 | 29,183,993 | 673,978 | 33,497,928 |
Proposal 7:
The Company’s shareholders approved a non-binding resolution approving the frequency of non-binding advisory votes on the compensation of the Company’s “Named Executive Officers” on an annual basis:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 233,840,325 | 433,665 | 1,261,069 | 541,501 | 33,497,930 |
It was approved by the Company’s Board of Directors that NOVAGOLD will hold a non-binding vote on the compensation of the Company’s Named Executive Officers on an annual basis.
Item 7.01 Regulation FD Disclosure
On May 15, 2020, 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 15, 2020 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 18, 2020 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description |
| 99.1 | Press release, dated May 15, 2020 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. |
Exhibit 99.1
NOVAGOLD Announces Election of Directors and Voting Results from
2020 Annual General Meeting of Shareholders
| ► | A total of 269,575,448 or 82.02% 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 10 director nominees; Dr. Elaine Dorward-King joins the Board |
| ► | During the 2020 proxy season, NOVAGOLD placed outreach calls to shareholders holding more than 90% of the Company’s issued and outstanding common shares entitled to vote |
May 15, 2020 - 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 14, 2020 (the “Meeting”). All proposals were approved and all 10 director nominees were elected. A total of 269,575,448 or 82.02% of the Company’s issued and outstanding shares were represented at the Meeting.
Dr. Elaine Dorward-King joins the Board of Directors of NOVAGOLD
The Company is also pleased to report the election of Dr. Elaine Dorward-King to its Board at the Meeting, effective May 14, 2020. Dr. Elaine Dorward-King is a 30-year career executive with a well-established track record of accomplishments in the fields of environmental stewardship, social responsibility, sustainability practices, and governance. Most recently, she served as an Executive Vice President of Newmont Corporation (“Newmont”), where she was responsible for development and implementation of corporate strategy and practice related to environmental protection, social responsibility, community relations, external affairs, government relations, and communications. Prior to her tenure at Newmont, Dr. Dorward-King worked for Rio Tinto, where she served as Managing Director of Richards Bay Minerals in South Africa and, before that, as Global Head of Health, Safety and Environment.
Dr. Dorward-King has authored numerous scientific papers, contributed to five environmental science textbooks, and received numerous awards and honors for her work in advancing safety and environmental responsibility, including being named as one of the 100 Most Inspirational Women in Mining. She currently serves on the Board of Directors for Project WET, a global non-profit organization focused on water awareness education and training. Since 2014, she has served as a Board member of Resources for the Future (RFF), a preeminent environmental economics think tank, providing impartial research and policy engagement to advance environmental, energy and natural resource decision making. Dr. Dorward-King is serving as a non-executive director on the Boards of Kenmare Resources (LSE: KMR), Great Lakes Dredge and Dock (NASDAQ: GLDD), Bond Resources (CSE: BJB), and Sibanye Stillwater (JSE: SSW). Dr. Dorward-King graduated from Colorado State University with a Ph.D. in analytical chemistry and from Maryville College in Tennessee with a B.A. magna cum laude in chemistry, with emphasis in biology and mathematics.
Shareholder Engagement
During this year’s proxy outreach, NOVAGOLD engaged with shareholders owning 40,000-plus shares; thus contacting holders of approximately 91% 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 practices in the area of corporate governance.
Shareholder Voting Results
The Shareholders voted on the following matters at this year’s Meeting:
u www.novagold.com
Page | 1
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 Vote |
Votes by Ballot | |
| Election of Directors | Votes For | Votes Withheld | |
| Dr. Elaine Dorward-King | Carried | 228,384,768 (96.74%) |
7,692,753 (3.26%) |
| Sharon Dowdall | Carried | 233,297,446 (98.82%) |
2,780,075 (1.18%) |
| Dr. Diane Garrett | Carried | 234,017,892 (99.13%) |
2,059,629 (0.87%) |
| Dr. Thomas Kaplan | Carried | 234,329,359 (99.26%) |
1,748,162 (0.74%) |
| Gregory Lang | Carried | 235,598,250 (99.80%) |
479,271 (0.20%) |
| Igor Levental | Carried | 231,882,849 (98.22%) |
4,194,672 (1.78%) |
| Kalidas Madhavpeddi | Carried | 232,968,133 (98.68%) |
3,109,388 (1.32%) |
| Clynton Nauman | Carried | 233,463,642 (98.89%) |
2,613,879 (1.11%) |
| Ethan Schutt | Carried | 235,517,677 (99.76%) |
559,844 (0.24%) |
| Anthony Walsh | Carried | 234,855,318
(99.48%) |
1,222,203
(0.52%) |
Proposal 2 – Appointment of Auditors
The vote was carried for the Appointment of the Auditors, PricewaterhouseCoopers LLP. The votes according to proxies received were as follows:
| Votes For | 265,977,177 | 98.67% |
| Votes Withheld | 3,597,313 | 1.33% |
Proposal 3 – Approval of certain amendments to the Company’s Stock Award Plan and approval of all unallocated entitlements under the Stock Award Plan
The vote was carried on the Stock Award Plan Vote. The votes according to proxies received were as follows:
| Votes For | 223,685,676 | 94.75% |
| Votes Against | 11,815,167 | 5.00% |
| Abstentions | 575,719 | 0.24% |
u www.novagold.com
Page | 2
Proposal 4: Approval of certain amendments to the Company’s Performance Share Unit Plan and approval of all unallocated entitlements under the Performance Share Unit Plan
The vote was carried on the Performance Share Unit Plan Vote. The votes according to proxies received were as follows:
| Votes For | 226,784,994 | 96.06% |
| Votes Against | 8,680,650 | 3.68% |
| Abstentions | 610,918 | 0.26% |
Proposal 5: Approval of all unallocated entitlements under the Company’s Deferred Share Unit Plan
The vote was carried on the Deferred Share Unit Plan Vote. The votes according to proxies received were as follows:
| Votes For | 229,432,606 | 97.19% |
| Votes Against | 5,997,404 | 2.54% |
| Abstentions | 646,522 | 0.27% |
Proposal 6: Advisory Approval of Executive Compensation (“Say-on-Pay”)
The vote was carried on the Say-On-Pay Advisory Vote. The votes according to proxies received were as follows:
| Votes For | 206,218,591 | 87.35% |
| Votes Against | 29,183,993 | 12.36% |
| Abstentions | 673,978 | 0.29% |
Proposal 7 – Advisory Approval of Frequency of Seeking Non-Binding Approval of Executive
Compensation
The vote was carried on the Approval of Frequency of Seeking Non-Binding Approval of Executive Compensation Advisory Vote. The votes according to proxies received were as follows:
| 1 Year | 233,840,325 | 99.05% |
| 2 Years | 433,665 | 0.18% |
| 3 Years | 1,261,069 | 0.53% |
| Abstentions | 541,501 | 0.23% |
Full details of all proposals are fully described in the Company’s Management Information Circular dated March 26, 2020 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.
Following the Meeting, the Board met and appointed Dr. Elaine Dorward-King to serve on the Compensation Committee and the Environment, Health, Safety and Sustainability, and Technical Committee, and appointed Ethan Schutt to serve on the Corporate Governance and Nominations Committee.
The Annual General Meeting of Shareholders webcast and corporate presentation is available on NOVAGOLD’s website under Presentations. The webcast will be archived on NOVAGOLD’s website for one year and the conference call replay will be available for 14 days following the Meeting. To access the conference call replay please dial 1-800-319-6413 (North America), or 1-604-638-9010 (International), followed by Access Code: 3781. For a transcript of the call please see the Company’s website or email info@novagold.com.
u www.novagold.com
Page | 3
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Jason Mercier
Manager, Investor Relations
604-669-6227 or 1-866-669-6227
u www.novagold.com
Page | 4