NOVAGOLD Announces Election of Directors and Voting Results from 2024 Virtual Annual General Meeting of Shareholders

Rhea-AI Summary

NOVAGOLD announced the results from its 2024 Virtual Annual General Meeting, held on May 16, 2024. A total of 270,432,207 shares, representing 80.87% of issued and outstanding shares, were present.

All four proposals, including the election of the ten director nominees, were approved. The company engaged with shareholders holding 84.28% of shares during the proxy season.

Detailed voting results revealed strong support for all directors, with votes ranging from 95.99% to 99.65% in favor. PricewaterhouseCoopers LLP was appointed as auditors with 98.40% support, and the executive compensation package received 83.72% approval.

The meeting materials and full voting results are accessible on NOVAGOLD's website and regulatory platforms.

Positive

• 270,432,207 shares represented at the meeting, equating to 80.87% participation.
• All four shareholder proposals were approved.
• Ten director nominees were elected with strong support.
• Engagement with shareholders holding 84.28% of shares during proxy season.
• High approval rates for directors, ranging from 95.99% to 99.65%.
• Appointment of PricewaterhouseCoopers LLP as auditors with 98.40% votes in favor.
• Executive compensation package ('Say-on-Pay') received 83.72% approval.

Negative

• No significant negative aspects were reported in the press release.

• 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
  

VANCOUVER, British Columbia, May 21, 2024 (GLOBE NEWSWIRE) -- 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

FAQ

When was NOVAGOLD's 2024 Annual General Meeting held?

The 2024 Annual General Meeting was held on May 16, 2024.

What percentage of NOVAGOLD's shares were represented at the 2024 Annual General Meeting?

A total of 80.87% of NOVAGOLD's issued and outstanding shares were represented at the meeting.

Were all director nominees elected at NOVAGOLD's 2024 Annual General Meeting?

Yes, all ten director nominees were elected.

Who was appointed as the auditor for NOVAGOLD in 2024?

PricewaterhouseCoopers LLP was appointed as the auditor.

What was the approval rate for NOVAGOLD's executive compensation package in 2024?

The executive compensation package received 83.72% approval.

How many shares did NOVAGOLD engage with during the 2024 proxy season?

NOVAGOLD engaged with shareholders holding approximately 84.28% of issued and outstanding shares during the 2024 proxy season.