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 14, 2020 (the “Meeting”). All
proposals were approved and all 10 director nominees were elected.
A total of 269,575,448 or 82.02% of the Company’s issued and
outstanding shares were represented at the Meeting.
Dr. Elaine Dorward-King joins the Board of Directors of
NOVAGOLD
The Company is also pleased to report the election
of Dr. Elaine Dorward-King to its Board at the Meeting, effective
May 14, 2020. Dr. Elaine Dorward-King is a 30-year career executive
with a well-established track record of accomplishments in the
fields of environmental stewardship, social responsibility,
sustainability practices, and governance. Most recently, she served
as an Executive Vice President of Newmont Corporation (“Newmont”),
where she was responsible for development and implementation of
corporate strategy and practice related to environmental
protection, social responsibility, community relations, external
affairs, government relations, and communications. Prior to her
tenure at Newmont, Dr. Dorward-King worked for Rio Tinto, where she
served as Managing Director of Richards Bay Minerals in South
Africa and, before that, as Global Head of Health, Safety and
Environment.
Dr. Dorward-King has authored numerous scientific
papers, contributed to five environmental science textbooks, and
received numerous awards and honors for her work in advancing
safety and environmental responsibility, including being named as
one of the 100 Most Inspirational Women in Mining. She currently
serves on the Board of Directors for Project WET, a global
non-profit organization focused on water awareness education and
training. Since 2014, she has served as a Board member of Resources
for the Future (RFF), a preeminent environmental economics think
tank, providing impartial research and policy engagement to advance
environmental, energy and natural resource decision making. Dr.
Dorward-King is serving as a non-executive director on the Boards
of Kenmare Resources (LSE: KMR), Great Lakes Dredge and Dock
(NASDAQ: GLDD), Bond Resources (CSE: BJB), and Sibanye Stillwater
(JSE: SSW). Dr. Dorward-King graduated from Colorado
State University with a Ph.D. in analytical chemistry and from
Maryville College in Tennessee with a B.A. magna cum laude in
chemistry, with emphasis in biology and mathematics.
Shareholder Engagement
During this year’s proxy outreach, NOVAGOLD engaged with
shareholders owning 40,000-plus shares; thus contacting holders of
approximately 91% 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 practices in the area of corporate governance.
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 1 |
Outcome of theVote |
Votes by Ballot |
Election of Directors |
Votes For |
Votes Withheld |
Dr. Elaine
Dorward-King |
Carried |
228,384,768(96.74%) |
7,692,753(3.26%) |
Sharon
Dowdall |
Carried |
233,297,446
(98.82%) |
2,780,075
(1.18%) |
Dr. Diane
Garrett |
Carried |
234,017,892
(99.13%) |
2,059,629
(0.87%) |
Dr. Thomas
Kaplan |
Carried |
234,329,359
(99.26%) |
1,748,162
(0.74%) |
Gregory
Lang |
Carried |
235,598,250
(99.80%) |
479,271
(0.20%) |
Igor
Levental |
Carried |
231,882,849
(98.22%) |
4,194,672
(1.78%) |
Kalidas
Madhavpeddi |
Carried |
232,968,133
(98.68%) |
3,109,388
(1.32%) |
Clynton
Nauman |
Carried |
233,463,642
(98.89%) |
2,613,879
(1.11%) |
Ethan
Schutt |
Carried |
235,517,677
(99.76%) |
559,844
(0.24%) |
Anthony Walsh |
Carried |
234,855,318 (99.48%) |
1,222,203 (0.52%) |
Proposal 2 – Appointment of Auditors
The vote was carried for the Appointment of the Auditors,
PricewaterhouseCoopers LLP. The votes according to proxies received
were as follows:
Votes For |
265,977,177 |
98.67 |
% |
Votes Withheld |
3,597,313 |
1.33 |
% |
Proposal 3 – Approval of certain amendments to the
Company’s Stock Award Plan and approval of all unallocated
entitlements under the Stock Award Plan
The vote was carried on the Stock Award Plan Vote. The votes
according to proxies received were as follows:
Votes For |
223,685,676 |
94.75 |
% |
Votes Against |
11,815,167 |
5.00 |
% |
Abstentions |
575,719 |
0.24 |
% |
Proposal 4: Approval of certain amendments to the
Company’s Performance Share Unit Plan and approval of all
unallocated entitlements under the Performance Share Unit
Plan
The vote was carried on the Performance Share Unit Plan Vote.
The votes according to proxies received were as follows:
Votes For |
226,784,994 |
96.06 |
% |
Votes Against |
8,680,650 |
3.68 |
% |
Abstentions |
610,918 |
0.26 |
% |
Proposal 5: Approval of all unallocated entitlements
under the Company’s Deferred Share Unit Plan
The vote was carried on the Deferred Share Unit Plan Vote. The
votes according to proxies received were as follows:
Votes For |
229,432,606 |
97.19 |
% |
Votes Against |
5,997,404 |
2.54 |
% |
Abstentions |
646,522 |
0.27 |
% |
Proposal 6: Advisory Approval of Executive Compensation
(“Say-on-Pay”)
The vote was carried on the Say-On-Pay Advisory Vote. The votes
according to proxies received were as follows:
Votes For |
206,218,591 |
87.35 |
% |
Votes Against |
29,183,993 |
12.36 |
% |
Abstentions |
673,978 |
0.29 |
% |
Proposal 7 – Advisory Approval of Frequency of Seeking
Non-Binding Approval of
ExecutiveCompensation
The vote was carried on the Approval of Frequency of Seeking
Non-Binding Approval of ExecutiveCompensation Advisory Vote. The
votes according to proxies received were as follows:
1 Year |
233,840,325 |
99.05 |
% |
2 Years |
433,665 |
0.18 |
% |
3 Years |
1,261,069 |
0.53 |
% |
Abstentions |
541,501 |
0.23 |
% |
Full details of all proposals are fully described in the
Company’s Management Information Circular dated March 26, 2020
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 on EDGAR.
Following the Meeting, the Board met and appointed Dr. Elaine
Dorward-King to serve on the Compensation Committee and the
Environment, Health, Safety and Sustainability, and Technical
Committee, and appointed Ethan Schutt to serve on the Corporate
Governance and Nominations Committee.
The Annual General Meeting of Shareholders webcast and corporate
presentation is available on NOVAGOLD’s website
under Presentations. The webcast will be archived on
NOVAGOLD’s website for one year and the conference call replay will
be available for 14 days following the Meeting. To access the
conference call replay please dial 1-800-319-6413 (North
America), or 1-604-638-9010 (International), followed by
Access Code: 3781. For a transcript of the call please see the
Company’s website or email info@novagold.com.
NOVAGOLD Contacts:Mélanie Hennessey Vice
President, Corporate Communications
Jason Mercier Manager, Investor Relations
604-669-6227 or 1-866-669-6227
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