NOVAGOLD (NYSE American, TSX: NG) reported voting results from its May 14, 2026 virtual Annual General Meeting. A total of 326,713,666 shares, or 74.45% of outstanding shares, were represented. All seven proposals passed, including the election of all director nominees and approval of auditor, equity plans, say-on-pay, and annual say-on-pay frequency.
The company noted proxy-season outreach to shareholders representing approximately 96% of shares entitled to vote, with plans for further post-season engagement.
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Positive
All seven AGM proposals, including all director elections, were approved by shareholders
74.45% of issued and outstanding shares were represented at the 2026 AGM
Auditor appointment received 97.06% of votes cast in favor
Stock Award Plan amendment gained 86.18% shareholder support
Performance Share Unit Plan unallocated entitlements approved with 89.47% support
Deferred Share Unit Plan unallocated entitlements approved with 90.86% support
Negative
Say-on-pay advisory vote received 72.30% support, with 27.48% voting against executive compensation
News Market Reaction – NG
+3.10%
+3.10%Session close to close
In the May 20 session, NG gained 3.10%, reflecting a moderate positive market reaction.
This announcement confirms that all seven AGM proposals, including director elections, auditor appoi...
Analysis
This announcement confirms that all seven AGM proposals, including director elections, auditor appointment, equity plans, and say‑on‑pay, received shareholder approval, with 74.45% of shares represented and outreach touching about 96% of voting stock. In recent months, NOVAGOLD has paired such governance steps with steady progress updates on the Donlin Gold project and its feasibility study. Investors may watch future filings and project milestones to assess how governance, compensation design, and capital allocation continue to align.
Key Figures
Shares represented:326,713,666 sharesMeeting participation:74.45%Proxy outreach coverage:96%+5 more
8 metrics
Shares represented326,713,666 sharesShares represented at 2026 Annual General Meeting
Meeting participation74.45%Percentage of issued and outstanding shares represented at Meeting
Proxy outreach coverage96%Issued and outstanding common shares contacted during 2026 proxy outreach
Outreach call threshold45,000 sharesMinimum holding per shareholder for direct outreach calls
Digital message threshold5,000 sharesMinimum holding per shareholder for digital broadcast message
Auditor approval97.06% forVotes for appointment of PricewaterhouseCoopers LLP
Stock Award Plan support86.18% forVotes for amendment and unallocated entitlements under Stock Award Plan
Say-on-Pay support72.30% forAdvisory approval of executive compensation
Engineering contracts awarded for key Donlin Gold infrastructure in BFS.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Pattern Detected
Recent news often sees modest single-day moves, with one notable selloff on positive project-advancement news.
Recent Company History
Over the last few months, NOVAGOLD has focused news flow on Donlin Gold and corporate governance. The Q1 2026 report on Apr 1 highlighted strong liquidity and Bankable Feasibility Study progress and was followed by a 4.23% gain. Engineering contract awards on Mar 12 for key infrastructure coincided with a 7.38% decline. Governance and scheduling items, including the AGM date and sustainability report, saw relatively small negative moves, framing today’s AGM voting results within a pattern of limited price impact from routine corporate updates.
Key Terms
stock award plan, performance share unit plan, deferred share unit plan, say-on-pay, +1 more
5 terms
stock award planfinancial
"Proposal 3 – Approve amendment to the Stock Award Plan and all unallocated entitlements"
A stock award plan is a company program that gives employees, executives or board members shares or the right to shares as part of their pay, usually becoming theirs over time or when certain goals are met. Investors care because these awards can change how many shares exist (dilution), signal how management is being motivated, and affect future earnings per share—think of it as paying staff with future slices of the company’s pie to align incentives.
performance share unit planfinancial
"Proposal 4 – Approve all unallocated entitlements under the Performance Share Unit Plan."
A performance share unit plan is a form of long-term pay where executives or employees are promised company shares only if the business hits specified financial or operational targets over a set period. Think of it as a bonus that converts into stock only when the company earns certain results, which aligns managers’ incentives with shareholder outcomes and can affect future share supply and company value — important for investors assessing leadership motivation and potential dilution.
deferred share unit planfinancial
"Proposal 5 – Approve all unallocated entitlements under the Deferred Share Unit Plan."
A deferred share unit plan is a pay program that gives executives or directors notional company shares today but delays actual payment until a future date, such as retirement or a set vesting time. Like a savings account that converts into cash or stock later, it ties pay to long-term company performance and timing, so investors watch it for its effects on future share dilution, executive incentives, and management’s incentives to grow shareholder value.
say-on-payfinancial
"Proposal 6 – Advisory Approval of Executive Compensation (“Say-on-Pay”)."
A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.
management information circularregulatory
"The nominees listed in NOVAGOLD’s Management Information Circular were elected as Directors"
A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.
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
VANCOUVER, British Columbia, May 19, 2026 (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 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.
What were the key voting results from NOVAGOLD (NG) 2026 Annual General Meeting?
NOVAGOLD shareholders approved all seven proposals at the May 14, 2026 AGM. According to NOVAGOLD, this included electing all director nominees, appointing PricewaterhouseCoopers as auditor, approving equity-based compensation plans, and supporting advisory votes on executive pay and its annual voting frequency.
How many NOVAGOLD (NG) shares were represented at the 2026 virtual AGM?
At the 2026 AGM, 326,713,666 NOVAGOLD shares were represented, equal to 74.45% of outstanding shares. According to NOVAGOLD, this turnout reflects broad shareholder participation in decisions on directors, auditor appointment, equity plans, and advisory votes on executive compensation matters.
How did NOVAGOLD (NG) shareholders vote on the 2026 say-on-pay executive compensation proposal?
NOVAGOLD’s 2026 say-on-pay proposal received 72.30% of votes in favor. According to NOVAGOLD, 81,376,553 shares (27.48%) voted against and 613,406 abstained, providing advisory feedback on compensation for the company’s named executive officers at the May 14, 2026 meeting.
What frequency of say-on-pay votes did NOVAGOLD (NG) shareholders choose in 2026?
NOVAGOLD shareholders supported holding say-on-pay votes every year at the 2026 AGM. According to NOVAGOLD, 294,438,533 votes favored a 1-year frequency, versus 374,890 for 2 years, 597,803 for 3 years, and 627,275 abstentions on this advisory item.
Did NOVAGOLD (NG) shareholders approve the 2026 Stock Award Plan amendment and entitlements?
Yes, shareholders approved the Stock Award Plan amendment and all unallocated entitlements in 2026. According to NOVAGOLD, 255,153,946 votes (86.18%) supported the proposal, 40,312,819 (13.61%) were against, and 571,736 abstained in the ballot at the Annual General Meeting.
What were the 2026 voting outcomes for NOVAGOLD (NG) PSU and DSU plans?
Shareholders approved all unallocated entitlements under both the PSU and DSU plans in 2026. According to NOVAGOLD, the PSU plan received 89.47% support, while the DSU plan secured 90.86% support, with small percentages voting against or abstaining on each proposal.
How did NOVAGOLD (NG) conduct shareholder outreach during the 2026 proxy season?
During the 2026 proxy season, NOVAGOLD called shareholders owning at least 45,000 shares each. According to NOVAGOLD, this group held about 96% of shares entitled to vote, and the company also used digital broadcast messages and plans post-season outreach to further gather investor feedback.
