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NOVAGOLD (NG) schedules 2026 virtual AGM to vote on directors and pay

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NOVAGOLD RESOURCES INC. is scheduling its 2026 Annual General Meeting of Shareholders as a fully virtual event. The meeting will take place on May 14, 2026 at 1:00 p.m. PDT, allowing shareholders to participate and vote online from any location.

Shareholders will be asked to elect directors, appoint external auditors and authorize their remuneration, and consider ordinary resolutions on equity-based compensation plans, along with advisory votes on executive pay and the frequency of future advisory votes. Following the formal business, Chairman Dr. Thomas S. Kaplan and President and CEO Greg Lang will discuss the strategic case for gold, NOVAGOLD’s 2025 achievements, and key catalysts expected in 2026, including developments at the Donlin Gold project.

Positive

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Negative

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Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
AGM date May 14, 2026 Date of 2026 virtual Annual General Meeting of Shareholders
AGM time PDT 1:00 p.m. PDT Start time of 2026 AGM webcast
AGM time EDT 4:00 p.m. EDT Corresponding Eastern time for 2026 AGM
Control number length 16-digit control number Identifier required for registered shareholders to log in and vote
Circular date March 24, 2026 Date of NOVAGOLD’s Management Information Circular for the AGM
Annual General Meeting of Shareholders financial
"NOVAGOLD’s Annual General Meeting of Shareholders will be held virtually on May 14, 2026"
equity-based compensation plans financial
"consider several ordinary resolutions relating to the Company’s equity-based compensation plans"
Equity-based compensation plans are programs that pay employees, executives or directors with ownership stakes in the company—such as stock, stock options, or restricted shares—rather than or in addition to cash. For investors, these plans matter because they align employee incentives with company performance but can dilute existing shareholders and appear as a recurring expense on the company’s financial statements, much like giving slices of a pie to workers instead of cash wages.
advisory votes on executive compensation financial
"along with advisory votes on executive compensation and the frequency of future advisory votes"
Management Information Circular financial
"Please refer to NOVAGOLD’s Management Information Circular dated March 24, 2026"
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.
virtual Meeting financial
"The Meeting will be held virtually only. Shareholders may cast their vote in advance by proxy and participate from any geographic location."
false 0001173420 0001173420 2026-05-01 2026-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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 (Date of earliest event reported): May 1, 2026

 

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

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 7.01 Regulation FD

 

On May 1, 2026, NOVAGOLD RESOURCES INC. (the “Company”) issued a press release announcing the date, time and format of the Company’s 2026 Annual General Meeting of Shareholders. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference. The report is available on the Company’s website at www.novagold.com.

 

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 1, 2026, issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Announces Date of its 2026 Virtual Annual General Meeting of Shareholders.
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 1, 2026 NOVAGOLD RESOURCES INC.
     
  By: /s/ Peter Adamek  
    Peter Adamek
    Vice President and Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

NOVAGOLD ANNOUNCES DATE OF ITS 2026 VIRTUAL

ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

·NOVAGOLD’s Annual General Meeting of Shareholders will be held virtually on May 14, 2026, at 1:00 p.m. PDT
   
·Shareholders may vote on matters before the Meeting by proxy, join the virtual Meeting and vote, and submit questions either during the webcast or in advance by email
   
·Following the Meeting, Chairman Dr. Thomas S. Kaplan and President and CEO Greg Lang will discuss the strategic case for gold and NOVAGOLD’s role within the broader investment thesis, building on Dr. Kaplan’s extensive commentary on gold as a strategic asset. They will also highlight the latest catalysts for the Donlin Gold project — a long-life, federally permitted U.S. asset with scale and extraordinary leverage to gold.

 

May 1, 2026 – Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or “the Company”) (NYSE American, TSX: NG) will hold the Company’s 2026 Annual General Meeting of Shareholders on May 14, 2026, at 1:00 p.m. PDT (4:00 p.m. EDT) (“the Meeting”). On this occasion, Shareholders will be asked to elect Directors for the ensuing year, appoint external auditors and authorize the Board, through the Audit Committee, to set their remuneration, and consider several ordinary resolutions relating to the Company’s equity-based compensation plans, along with advisory votes on executive compensation and the frequency of future advisory votes. Following the Meeting, Chairman Dr. Thomas S. Kaplan will share his views on gold and the broader investment thesis. President and CEO Greg Lang will provide an overview and update of NOVAGOLD’s 2025 achievements and key catalysts expected in 2026.

 

NOVAGOLD VIRTUAL MEETING AND SHAREHOLDER PARTICIPATION

 

The Meeting will be held virtually only. Shareholders may cast their vote in advance by proxy and participate from any geographic location. We believe holding the Meeting virtually will enhance Shareholder accessibility and help reduce the carbon footprint of our activities. Please refer to NOVAGOLD’s Management Information Circular dated March 24, 2026, for detailed instructions on voting.

 

Shareholders may view a live webcast of the Meeting, and registered Shareholders as well as duly appointed proxyholders may submit questions digitally during the Meeting at: www.virtualshareholdermeeting.com/NG2026.

 

Questions may also be submitted to management and to the Board of Directors prior to the Meeting via email at info@novagold.com. Shareholders are encouraged to log in to the Meeting 15 minutes prior to the scheduled start time. Please be sure to have the 16-digit control number from your voting materials available when logging in to the Meeting.

 

Shareholders may contact Kingsdale Advisors, the Company’s strategic advisor, by telephone at 1-866-228-8818 (toll-free in North America) or 1-416-623-2514 (text and call enabled outside North America), or by email at contactus@kingsdaleadvisors.com. More information about the Meeting can be obtained by visiting www.novagoldagm.com.

 

NOVAGOLD’s Management Information Circular dated March 24, 2026 and Annual Report to accompany the Management Information Circular are available on the Company’s website, www.novagold.com/investors/mic, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov.

 

NOVAGOLD Contacts:

 

Mélanie Hennessey

Vice President, Corporate Communications

 

Frank Gagnon

Manager, Investor Relations

 

604-669-6227 or 1-866-669-6227

www.novagold.com

 

 

 

www.novagold.com

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FAQ

When is NOVAGOLD (NG) holding its 2026 Annual General Meeting?

NOVAGOLD will hold its 2026 Annual General Meeting of Shareholders on May 14, 2026 at 1:00 p.m. PDT. The meeting is fully virtual, enabling shareholders to join the webcast, vote on matters, and submit questions online from any location.

What key matters will NOVAGOLD (NG) shareholders vote on at the 2026 AGM?

Shareholders will vote to elect directors, appoint external auditors and authorize their remuneration, and consider ordinary resolutions on equity-based compensation plans. They will also cast advisory votes on executive compensation and on how frequently future advisory votes on pay should occur.

How can NOVAGOLD (NG) shareholders participate in the virtual 2026 AGM?

Shareholders can vote by proxy in advance and join the live webcast at www.virtualshareholdermeeting.com/NG2026. Registered shareholders and duly appointed proxyholders may vote and submit questions digitally during the meeting using the 16-digit control number from their voting materials.

What will management discuss after NOVAGOLD’s 2026 AGM formal session?

After the meeting, Chairman Dr. Thomas S. Kaplan will share views on gold and its investment thesis, while President and CEO Greg Lang will review NOVAGOLD’s 2025 achievements and highlight expected 2026 catalysts, including updates on the Donlin Gold project.

How can NOVAGOLD (NG) shareholders ask questions before or during the 2026 AGM?

Shareholders can submit questions during the live webcast through the virtual meeting platform, or email questions in advance to info@novagold.com. They may also contact Kingsdale Advisors by phone or email for additional meeting-related assistance and information.

Filing Exhibits & Attachments

4 documents