NOVAGOLD Announces Election of Directors and Voting Results from 2026 Virtual Annual General Meeting of Shareholders

NOVAGOLD (NYSE American, TSX: NG) reported voting results from its May 14, 2026 virtual Annual General Meeting.

Rhea-AI Summary

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.

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

Argus May 20 session

+3.10% close to close Open Argus

Details

News Market Reaction – NG

On May 20, the first trading day after this news, NG closed 3.10% above the previous close.

Data tracked by StockTitan Argus for the May 20 session.

Market Context

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 shares Meeting participation: 74.45% Proxy outreach coverage: 96% +5 more

Shares represented

326,713,666 shares

Shares represented at 2026 Annual General Meeting

Meeting participation

74.45%

Percentage of issued and outstanding shares represented at Meeting

Proxy outreach coverage

96%

Issued and outstanding common shares contacted during 2026 proxy outreach

Outreach call threshold

45,000 shares

Minimum holding per shareholder for direct outreach calls

Digital message threshold

5,000 shares

Minimum holding per shareholder for digital broadcast message

Auditor approval

97.06% for

Votes for appointment of PricewaterhouseCoopers LLP

Stock Award Plan support

86.18% for

Votes for amendment and unallocated entitlements under Stock Award Plan

Say-on-Pay support

72.30% for

Advisory approval of executive compensation

Historical Context

5 past events · Latest: May 13

5 events

1. May 13

   Sustainability report

   24h Move

   -0.9%

   Release of 2025 Sustainability Report and ESG framework alignment.

2. May 01

   AGM scheduling

   24h Move

   -1.2%

   Announcement of date and format for 2026 virtual AGM.

3. Apr 01

   Quarterly report

   24h Move

   +4.2%

   Q1 2026 results and liquidity supporting Donlin Gold BFS workstreams.

4. Mar 18

   Earnings call notice

   24h Move

   -7.6%

   Save-the-date for Q1 2026 report call and webcast.

5. Mar 12

   Project contracts

   24h Move

   -7.4%

   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.

Key Terms

stock award plan, performance share unit plan, deferred share unit plan, say-on-pay, +1 more

5 terms

stock award plan financial

"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 plan financial

"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 plan financial

"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-pay financial

"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 circular regulatory

"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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• 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.

NOVAGOLD Contacts:

Mélanie Hennessey
Vice President, Corporate Communications

Frank Gagnon
Manager, Investor Relations

604-669-6227 or 1-866-669-6227
info@novagold.com
www.novagold.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.