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
12, 2021 (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 orCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 12, 2021, NOVAGOLD RESOURCES INC. (the “Company”) held its 2021 Annual and Special Meeting of Shareholders (the “Annual Meeting”) in a virtual format. The information set forth below under Item 5.07 regarding the approval of the amendments to the Company’s Articles (the “Amendments”) is incorporated herein by reference. A summary of the Amendments was provided in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 25, 2021. The summary is incorporated herein by reference to the Proxy Statement and qualified in its entirety by reference to the full text of the Articles, a copy of which is attached as an appendix to the Proxy Statement.
Item 5.03 Amendments to Articles ofIncorporation or Bylaws; Change in Fiscal Year
On May 12, 2021, the Company held its Annual Meeting in a virtual format. The information set forth below under Item 5.07 regarding the approval of the Amendments is incorporated herein by reference. A summary of the Amendments was provided in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 25, 2021. The summary is incorporated herein by reference to the Proxy Statement and qualified in its entirety by reference to the full text of the Articles, a copy of which is attached as an appendix to the Proxy Statement. The Amendments became effective on May 12, 2021.
Item 5.07 Submission of Matters to aVote of Security Holders
On May 12, 2021, 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, 2021:
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 | 205,642,112 | 11,471,114 | 20,076,591 |
| Sharon Dowdall | 215,042,413 | 2,070,813 | 20,076,591 |
| Dr. Diane Garrett | 215,636,682 | 1,476,544 | 20,076,591 |
| Dr. Thomas Kaplan | 215,361,591 | 1,751,635 | 20,076,591 |
| Gregory Lang | 216,325,254 | 787,972 | 20,076,591 |
| Igor Levental | 213,776,468 | 3,336,758 | 20,076,591 |
| Kalidas Madhavpeddi | 212,681,016 | 4,432,210 | 20,076,591 |
| Clynton Nauman | 214,523,577 | 2,589,649 | 20,076,591 |
| Ethan Schutt | 215,639,976 | 1,473,250 | 20,076,591 |
| Anthony Walsh | 216,098,688 | 1,014,538 | 20,076,591 |
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 |
|---|---|---|
| 234,513,131 | 2,676,686 | 0 |
Proposal 3:
The Company’s shareholders approved certain amendments to the Company’s Articles:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 214,920,464 | 1,600,712 | 592,050 | 20,076,591 |
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 |
|---|---|---|---|
| 209,570,570 | 6,849,714 | 692,942 | 20,076,591 |
Item 7.01 Regulation FD Disclosure
On May 13, 2021, 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 13, 2021 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 14, 2021 | NOVAGOLD RESOURCES INC. | |
|---|---|---|
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer |
Exhibit 99.1
NOVAGOLDAnnounces Voting Results from
2021 Annualand Special Meeting of Shareholders
| A total of 237,189,817 or 71.58% of the Company’s issued and<br>outstanding shares were represented at the Company’s Annual and Special Meeting |
|---|
| All four proposals presented to shareholders were approved |
| --- |
| During the 2021 proxy season, NOVAGOLD placed outreach calls to shareholders<br>holding more than 90% of the Company’s issued and outstanding common shares entitled to vote |
| --- |
May 13, 2021 - 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 and Special Meeting of Shareholders held virtually on May 12, 2021 (the “Meeting”). All proposals were approved and all ten director nominees were elected. A total of 237,189,817 or 71.58% of the Company’s issued and outstanding shares entitled to vote were represented at the Meeting.
Shareholder Engagement
During this year’s proxy outreach, NOVAGOLD engaged with shareholders owning 40,000 shares or more; thus contacting holders of approximately 90% 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:
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<br><br> <br>Vote | Votesby Ballot | |
|---|---|---|---|
| Election of Directors | For | Withheld | |
| Dr. Elaine Dorward-King | Carried | 205,642,112<br><br> <br>(94.71%) | 11,471,114<br><br> <br>(5.28%) |
| Sharon Dowdall | Carried | 215,042,413<br><br> <br>(99.04%) | 2,070,813<br><br> <br>(0.95%) |
| Dr. Diane Garrett | Carried | 215,636,682<br><br> <br>(99.31%) | 1,476,544<br><br> <br>(0.68%) |
| Dr. Thomas Kaplan | Carried | 215,361,591<br><br> <br>(99.19%) | 1,751,635<br><br> <br>(0.80%) |
| Gregory Lang | Carried | 216,325,254<br><br> <br>(99.63%) | 787,972<br><br> <br>(0.36%) |
| Igor Levental | Carried | 213,776,468<br><br> <br>(98.46%) | 3,336,758<br><br> <br>(1.53%) |
 www.novagold.com |
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| Proposal 1 | Outcome of the<br><br> <br>Vote | Votes by Ballot | |
| --- | --- | --- | --- |
| Election of Directors | For | Withheld | |
| Kalidas Madhavpeddi | Carried | 212,681,016<br><br> <br>(97.95%) | 4,432,210<br><br> <br>(2.04%) |
| Clynton Nauman | Carried | 214,523,577<br><br> <br>(98.80%) | 2,589,649<br><br> <br>(1.19%) |
| Ethan Schutt | Carried | 215,639,976<br><br> <br>(99.32%) | 1,473,250<br><br> <br>(0.67%) |
| Anthony Walsh | Carried | 216,098,688<br><br> <br>(99.53%) | 1,014,538<br><br> <br>(0.46%) |
Proposal 2 – Appointment of Auditors
The vote was carried for the Appointment of the Auditors, PricewaterhouseCoopers LLP. The votes cast were as follows:
| For | 234,513,131 | 98.87% |
|---|---|---|
| Withheld | 2,676,686 | 1.12% |
Proposal 3 – Approval of Amendments to the Company’sArticles.
The vote was carried on the amendments to Articles. The votes cast were as follows:
| For | 214,920,464 | 98.99% |
|---|---|---|
| Against | 1,600,712 | 0.73% |
| Abstentions | 592,050 | 0.27% |
Proposal 4: Advisory Approval of Executive Compensation (“Say-on-Pay”)
The vote was carried on the Say-On-Pay Advisory Vote. The votes cast were as follows:
| For | 209,570,570 | 96.52% |
|---|---|---|
| Against | 6,849,714 | 3.15% |
| Abstentions | 692,942 | 0.31% |
Full details of all proposals are fully described in the Company’s Management Information Circular dated March 25, 2021 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 in an 8-K filed on EDGAR.
A recording of the Meeting will be available on NOVAGOLD’s website for one year under Presentations.
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Jason Mercier
Manager, Investor Relations
604-669-6227 or 1-866-669-6227
www.novagold.com
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