UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 16, 2024, NOVAGOLD RESOURCES INC. (the “Company”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 16, 2024, 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 22, 2024:
Proposal 1:
The Company’s shareholders approved setting the number of Directors at ten.
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 268,087,918 | 2,039,712 | 304,577 | 0 |
Proposal 2:
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 | 241,696,758 | 8,411,746 | 20,323,703 |
| Dr. Diane Garrett | 249,250,261 | 858,243 | 20,323,703 |
| Dr. Thomas Kaplan | 247,649,242 | 2,459,262 | 20,323,703 |
| Hume Kyle | 248,974,183 | 1,134,321 | 20,323,703 |
| Gregory Lang | 247,987,716 | 2,120,788 | 20,323,703 |
| Kalidas Madhavpeddi | 243,708,368 | 6,400,136 | 20,323,703 |
| Kevin McArthur | 246,924,498 | 3,184,006 | 20,323,703 |
| Daniel Muñiz Quintanilla | 240,103,927 | 10,004,577 | 20,323,703 |
| Ethan Schutt | 248,463,674 | 1,644,830 | 20,323,703 |
| Dawn Whittaker | 248,687,828 | 1,420,676 | 20,323,703 |
Proposal 3:
The Company’s shareholders appointed of 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 |
| 266,107,741 | 4,324,466 | 0 |
Proposal 4:
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 |
| 209,392,810 | 39,591,494 | 1,124,200 | 20,323,703 |
Item 7.01 Regulation FD Disclosure
On May 21, 2024, 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 21, 2024 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 21, 2024 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer | ||