NOVAGOLD Announces Election of Directors and Voting Results from 2023 Virtual Annual General Meeting of Shareholders
May 23 2023 - 5:05PM
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 18, 2023 (the “Meeting”). All
proposals were approved and all eleven director nominees were
elected. A total of 284,457,954 or 85.17% of the Company’s issued
and outstanding shares were represented at the Meeting.
Hume Kyle, Daniel Muñiz-Quintanilla, and Dawn Whittaker
join the Board Directors of NOVAGOLD
The Company is delighted to report the election of Hume Kyle,
Daniel Muñiz-Quintanilla, and Dawn Whittaker to its Board at the
Meeting, effective May 18, 2023. The three new Directors will fill
one vacancy and replace Sharon Dowdall and Clynton Nauman, two
directors who chose to retire from the Board after many years of
dedicated and excellent service to NOVAGOLD. For more information
on changes to NOVAGOLD’s Board membership, please view the release
from April 19, 2023 here.
Shareholder Engagement
During this year’s proxy outreach, NOVAGOLD placed calls to
shareholders owning 40,000-plus shares who collectively hold
approximately 92.21% 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 – 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 theVote |
Votes by Ballot |
Election of Directors |
Votes For |
Votes Withheld |
Dr. Elaine Dorward-King |
Carried |
263,941,771(98.68%) |
3,517,519(1.31%) |
Dr. Diane Garrett |
Carried |
258,982,243 (96.83%) |
8,477,047 (3.16%) |
Dr. Thomas Kaplan |
Carried |
264,468,481 (98.88%) |
2,990,809 (1.11%) |
Hume Kyle |
Carried |
266,699,853 (99.71%) |
759,437 (0.28%) |
Gregory Lang |
Carried |
265,885,009 (99.41%) |
1,574,281 (0.58%) |
Kalidas Madhavpeddi |
Carried |
261,382,272 (97.72%) |
6,077,018 (2.27%) |
Kevin McArthur |
Carried |
262,363,487 (98.09%) |
5,095,803 (1.90%) |
Daniel Muñiz-Quintanilla |
Carried |
257,946,124 (96.44%) |
9,513,166 (3.55%) |
Ethan Schutt |
Carried |
261,722,045 (97.85%) |
5,737,245 (2.14%) |
Anthony Walsh |
Carried |
262,982,560 (98.32%) |
4,476,730 (1.67%) |
Dawn Whitaker |
Carried |
266,508,418(99.64%) |
950,872(0.35%) |
|
|
|
|
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 |
281,594,022 |
98.99% |
|
Votes Withheld |
2,863,932 |
1.00% |
|
|
|
|
|
Proposal 3 – Approve all unallocated entitlements under
the Stock Award Plan
The vote was carried for the Stock Award Plan. The votes
received by ballot were as follows:
Votes For |
227,431,669 |
85.03% |
|
Votes Against |
39,490,733 |
14.76% |
|
Abstentions |
536,888 |
0.20% |
|
|
|
|
|
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 |
238,158,490 |
89.04% |
|
Votes Against |
28,767,073 |
10.75% |
|
Abstentions |
533,727 |
0.19% |
|
|
|
|
|
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 |
262,907,150 |
98.29% |
|
Votes Against |
4,010,460 |
1.49% |
|
Abstentions |
541,680 |
0.20% |
|
|
|
|
|
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 |
253,638,153 |
94.83% |
|
Votes Against |
13,317,773 |
4.97% |
|
Abstentions |
503,364 |
0.18% |
|
|
|
|
|
Full details of all proposals are fully described in the
Company’s Management Information Circular dated March 24, 2023
available on the Company’s website at
www.novagold.com/investors/mic/, on SEDAR at www.sedar.com, 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 HennesseyVice
President, Corporate Communications
1-604-669-6227 or 1-866-669-6227
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