UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02(b) Departure of Directors or Certain Officers
David Ottewell, Vice President and Chief Financial Officer of NOVAGOLD Resources Inc. (the “Company”), has announced his intention to retire effective July 15, 2024. Peter Adamek will be appointed Vice President and Chief Financial Officer of the Company upon Mr. Ottewell’s retirement.
Mr. Adamek, age 49, was previously employed at Hudbay Minerals (“Hudbay”) from 2010 until June 2024. Mr. Adamek served in progressively senior management roles at Hudbay, including CFO for the Arizona Business Unit, prior to being appointed Vice President, Finance of Hudbay in May 2019. Before joining Hudbay, Mr. Adamek worked as a research associate at RBC Capital Markets Global Mining division, and before that he worked in KPMG’s audit practice with a focus on global mining and manufacturing companies. Mr. Adamek holds a Bachelor of Applied Science in Electrical Engineering from the University of Toronto, is a Canadian Chartered Professional Accountant (CPA, CA) and holds CFA and P.Eng. designations.
Mr. Adamek is expected to enter into a standard form of executive employment agreement in connection with his appointment. His current employment package provides for an annual base salary of USD $400,000, a signing bonus of $175,000, and he will be entitled to participate in the Company’s Annual Incentive Plan and long-term incentive plans, specifically the 2004 Stock Award Plan, as amended, and the 2009 Performance Share Unit Award Plan, as amended. In addition, Mr. Adamek will be entitled to payment of certain separation payments and benefits upon a qualifying termination of his employment on the same basis as applicable to our other named executive officers and disclosed in Part III of the Company’s Annual Report on Form 10-K, filed with the SEC on January 24, 2024. The foregoing description of Mr. Adamek’s executive employment agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the complete text of Mr. Adamek’s executive employment agreement. A copy of Mr. Adamek’s executive employment agreement will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the fiscal quarter ending August 31, 2024.
There are no family relationships between Mr. Adamek and any director or executive officer of the Company, and Mr. Adamek has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Adamek is expected to enter into the Company’s standard form of Director and Officer Indemnity Agreement.
Item 7.01 Regulation FD Disclosure
On June 20, 2024, the Company issued a press release announcing the anticipated retirement of Mr. Ottewell and the appointment of Mr. Adamek as the Company’s Vice President and Chief Financial Officer. 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 June 20, 2024, issued by NOVAGOLD RESOURCES INC. relating to the anticipated retirement of Mr. Ottewell and the appointment of Mr. Adamek as the Company’s Vice President and Chief Financial Officer. |
| 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: June 20, 2024 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ Gregory A. Lang | |
| Gregory A. Lang | ||
| President and Chief Executive Officer | ||