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NOVAGOLD Announces Election of Directors and Voting Results from 2024 Virtual Annual General Meeting of Shareholders

Press Release

  • A total of 270,432,207 or 80.87% of the Company’s issued and outstanding shares were represented at the Meeting
  • All four proposals to shareholders were approved, including the election of all ten director nominees
  • During the 2024 proxy season, NOVAGOLD placed outreach calls to shareholders holding approximately 84.28% of the Company’s issued and outstanding common shares entitled to vote

VANCOUVER, British Columbia, May 21, 2024 — 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 16, 2024 (the “Meeting”). All proposals were approved and all ten director nominees were elected. A total of 270,432,207or 80.87% 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 50,000-plus shares who collectively hold approximately 84.28% 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 – Setting the Number of Directors

The vote was carried to set the number of Directors at ten. The votes received by ballot were as follows:

Votes For 268,087,918 99.13 %
Votes Against 2,039,712 0.75 %
Abstentions 304,577 0.11 %

Proposal 2 – 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 the Votes by Ballot
Election of Directors Vote Votes For Votes Withheld
Dr. Elaine Dorward-King Carried 241,696,758

(96.63%)

8,411,746

(3.36%)

Dr. Diane Garrett Carried 249,250,261

(99.65%)

858,243

(0.34%)

Dr. Thomas Kaplan Carried 247,649,242

(99.01%)

2,459,262

(0.98%)

Hume Kyle Carried 248,974,183

(99.54%)

1,134,321

(0.45%)

Gregory Lang Carried 247,987,716

(99.15%)

2,120,788

(0.84%)

Kalidas Madhavpeddi Carried 243,708,368

(97.44%)

6,400,136

(2.55%)

Kevin McArthur Carried 246,924,498

(98.72%)

3,184,006

(1.27%)

Daniel Muñiz Quintanilla Carried 240,103,927

(95.99%)

10,004,577

(4.00%)

Ethan Schutt Carried 248,463,674

(99.34%)

1,644,830

(0.65%)

Dawn Whitaker Carried 248,687,828

(99.43%)

1,420,676

(0.56%)

Proposal 3 – 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 266,107,741 98.40 %
Votes Withheld 4,324,466 1.59 %

Proposal 4 – 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 209,392,810 83.72 %
Votes Against 39,591,494 15.82 %
Abstentions 1,124,200 0.44 %

Full details of all proposals are fully described in the Company’s Management Information Circular dated March 22, 2024 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 Presentations .

NOVAGOLD Contacts:

Mélanie Hennessey
Vice President, Corporate Communications

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

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