Strong Novagold (NYSE American: NG) vote backs board, pay plans and annual say-on-pay
Rhea-AI Filing Summary
NOVAGOLD RESOURCES INC. reported the results of its 2026 virtual Annual Meeting of Shareholders, where all proposals were approved and all director nominees were elected. Shareholder turnout was strong, with 326,713,666 shares represented, equal to 74.45% of issued and outstanding shares.
Each of the ten director nominees received between 88.81% and 99.53% support. Shareholders also reappointed PricewaterhouseCoopers LLP as auditors, with 97.06% of votes cast in favor.
Compensation-related plans received solid backing: 86.18% support for the Stock Award Plan amendment and unallocated entitlements, 89.47% for the Performance Share Unit Plan entitlements, and 90.86% for the Deferred Share Unit Plan entitlements. The advisory say‑on‑pay resolution passed with 72.30% support, and shareholders chose to hold this advisory vote on executive compensation every year going forward.
Positive
- None.
Negative
- None.
8-K Event Classification
Key Figures
Key Terms
Stock Award Plan financial
Say-on-Pay financial
Management Information Circular regulatory
Report of Voting Results regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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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 of this chapter).
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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2026, NOVAGOLD RESOURCES INC. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format. The information set forth below under Item 5.07 regarding the approval of the amendment to the Company’s Stock Award Plan, and the approval of the unallocated entitlements under the Company’s Stock Award Plan, Performance Share Unit Plan and Deferred Share Unit Plan (collectively, the “Plans”) are incorporated herein by reference. Summaries of the Plans were provided in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 25, 2026. These summaries are incorporated herein by reference to the Proxy Statement and qualified in their entirety by reference to the full text of the Plans, copies of which are attached as appendices to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 14, 2026, 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, 2026:
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 | 270,754,327 | 25,284,174 | 30,675,165 |
| Ali Erfan | 293,934,428 | 2,104,073 | 30,675,165 |
| Dr. Thomas Kaplan | 287,599,587 | 8,438,914 | 30,675,165 |
| Hume Kyle | 292,361,355 | 3,677,146 | 30,675,165 |
| Gregory Lang | 294,213,852 | 1,824,649 | 30,675,165 |
| Kalidas Madhavpeddi | 262,931,112 | 33,107,389 | 30,675,165 |
| Kevin McArthur | 294,672,498 | 1,366,003 | 30,675,165 |
| Daniel Muñiz Quintanilla | 270,538,731 | 25,499,770 | 30,675,165 |
| Ethan Schutt | 287,980,445 | 8,058,056 | 30,675,165 |
| Dawn Whittaker | 288,601,466 | 7,437,035 | 30,675,165 |
Proposal 2:
The Company’s shareholders appointed 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 |
| 317,132,167 | 9,581,499 | 0 |
Proposal 3:
The Company’s shareholders approved the Amendment to the Company’s Stock Award Plan and the unallocated entitlements thereunder:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 255,153,946 | 40,312,819 | 571,736 | 30,675,165 |
Proposal 4:
The Company’s shareholders approved all unallocated entitlements under the Company’s Performance Share Unit Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 264,889,270 | 30,721,918 | 427,313 | 30,675,165 |
Proposal 5:
The Company’s shareholders approved all unallocated entitlements under the Company’s Deferred Share Unit Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 268,987,469 | 26,642,843 | 408,189 | 30,675,165 |
Proposal 6:
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 |
| 214,048,542 | 81,376,553 | 613,406 | 30,675,165 |
Proposal 7:
The Company’s shareholders approved a non-binding resolution approving the frequency of non-binding advisory votes on the compensation of the Company’s “Named Executive Officers” on an annual basis:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 294,438,533 | 374,890 | 597,803 | 627,275 | 30,675,165 |
The Company will include a shareholder vote on the compensation of the Company’s “Named Executive Officers” in its proxy materials every year until the next required vote on the frequency of shareholder votes on the compensation of the Company’s “Named Executive Officers.”
Item 7.01 Regulation FD Disclosure
On May 19, 2026, 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 19, 2026, 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 19, 2026 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ Peter Adamek | |
| Peter Adamek | ||
| Vice President and Chief Financial Officer | ||
Exhibit 99.1
 |
NEWS RELEASE |
NOVAGOLD ANNOUNCES ELECtION OF DIRECTORS AND VOTING RESULTS FROM 2026 VIRTUAL ANNUAL GENERAL MEETING OF SHAREHOLDERS
 | 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 |
May 19, 2026 – 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 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 Vote |
Votes by Ballot | |
| Election of Directors | 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%) |
www.novagold.com
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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% |
www.novagold.com
Page | 2
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
www.novagold.com
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