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- A total of 277,994,591 or issued and 83.43% of the outstanding shares of the company were represented at the meeting.
- All four proposals have been approved by the shareholders, out of which eleven directors have been nominated; Kevin MacArthur joins the board
- In the 2022 proxy season, NOVAGOLD issued outreach calls to shareholders holding about 86% of the company’s issued and outstanding common stock.
Vancouver, British Columbia, May 20, 2022 (Globe Newswire) – NOVAGOLD RESOURCES INC. (“NOVAGOLD” or “Company”) (NYSE American, TSX: NG) is pleased to announce the detailed results of the vote on the considered business items at the Annual General Meeting of Shareholders (“Meeting”) on May 18, 2022. All proposals are approved and all eleven directors are nominated. A total of 277,994,591 or issued shares of the company and 83.43% of the outstanding shares were represented at the meeting.
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Kevin MacArthur joins the board of directors of NOVAGOLD
The company is pleased to report on the election of Kevin MacArthur at the meeting, which will take effect on May 18, 2022. Mr. MacArthur is an industry leader with over 40 years of experience covering various aspects of the mining business, including operations, corporate development and executive management. He is currently the non-executive director of Royal Gold, Inc. and First Quantum Minerals Limited. Mr. MacArthur has served as CEO of major precious metal mining companies, including Goldcorp Inc., Glamis Gold Limited, and Tahoe Resources Inc. It was later acquired by Pan American Silver Corporation. His previous career focused on mining operations and project development with large international mining companies, including BP Minerals and Homestake Mining Company. Mr. MacArthur graduated from the University of Nevada in 1979 with a degree in mining engineering.
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Shareholder engagement
During this year’s Proxy Outreach, NOVAGOLD engaged with shareholders owning more than 40,000 shares; Thus approximately 86% of the holders of the company’s issued and outstanding common shares are being contacted to vote at the meeting. Over the years, input from shareholders has helped shape and improve the company’s corporate governance practices.
Shareholder voting results
Shareholders voted on the following issues at this year’s meeting:
Suggestion 1 – Determining the number of managers
A vote was taken to determine the number of eleven directors. The votes cast in the ballot were as follows:
| Vote for | 274,603,519 | 98.78% | |||
| Vote against | 2,759,148 | 0.99% | |||
| Refrain | 631,924 | 0.22% |
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Proposal 2 – Director selection
The nominees listed in NOVAGOLD’s Management Information Circular have been elected as directors of the company. Detailed results of the vote are given below:
| Proposal 2 | The result Vote |
Vote by ballot | |
| Director selection | Vote for | Voting suspended | |
| Dr. Elaine Darward-King | Carry | 257,097,146 (98.70%) |
3,360,58 (1.29%) |
| Sharon Doodle | Carry | 252,857,047 (97.07%) |
7,620,687 (2.92%) |
| Dr. Diane Garrett | Carry | 258,169,285 (99.11%) |
2,306,449 (0.88%) |
| Dr. Thomas Kaplan | Carry | 258,809,101 (99.35%) |
1,668,633 (0.64%) |
| Gregory Lang | Carry | 259,660,658 (99.68%) |
817,076 (0.31%) |
| Eger Levantal | Carry | 256,598,064 (98.51%) |
3,69,60 (1.48%) |
| Kalidasa Madhavpedi | Carry | 245,264,836 (94.15%) |
15,212,898 (5.84%) |
| Kevin MacArthur | Carry | 259,610,343 (99.66%) |
6,391 (0.33%) |
| Clinton Nowman | Carry | 257,175,544 (98.73%) |
3,302,190 (1.26%) |
| Ethan Rubel | Carry | 258,124,301 (99.09%) |
2,353,433 (0.90%) |
| Anthony Walsh | Carry | 255,393,306 (98.04%) |
5,084,428 (1.95%) |
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Proposal 3 – Appointment of Auditor
PricewaterhouseCoopers LLP, voted to appoint auditor. The votes cast in the ballot were as follows:
| Vote for | 274,381,861 | 98.70% | |||
| Voting suspended | 3,612,730 | 1.29% |
Proposal 4 – Executive Compensation Consultant Approval (“Pay-on-Pay”)
The vote was conducted on a pay-per-view advisory basis. The votes cast in the ballot were as follows:
| Vote for | 248,235,710 | 95.30% | |||
| Vote against | 10,953,539 | 4.20% | |||
| Refrain | 1,288,485 | 0.49% |
Full details of all proposals are given in full in the Company’s Management Information Circular dated March 25, 2022. The Company’s website is www.novagold.com/investors/mic/, SEDAR www.sedar.com and EDGAR www. .sec.gov, and detailed voting results in each proposal are included in the report of the results submitted to SEDAR and EDGAR.
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After the meeting, the board dissolved the Environment, Health, Safety, Sustainability and Technical Committees and replaced them with two committees: the Engineering and Technical Committee and the Sustainable Committee. The Board has appointed Kevin MacArthur to serve on the Corporate Communications Committee and the Engineering and Technical Committee. Each standing board committee membership is available on the company’s website: https://www.novagold.com/company/directors/.
The Annual General Meeting of Shareholders is available on the NOVAGOLD website under webcasts and corporate presentations.
NOVAGOLD Contact:
Melania Hennessy
Vice President, Corporate Communications
Alison Petit
Manager, Communications
604-669-6227 or 1-866-669-6227
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