SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 12, 2021, NOVAGOLD RESOURCES INC. (the “Company”) held its 2021 Annual and Special Meeting of Shareholders (the “Annual Meeting”) in a virtual format. The information set forth below under Item 5.07 regarding the approval of the amendments to the Company’s Articles (the “Amendments”) is incorporated herein by reference. A summary of the Amendments was provided in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 25, 2021. The summary is incorporated herein by reference to the Proxy Statement and qualified in its entirety by reference to the full text of the Articles, a copy of which is attached as an appendix to the Proxy Statement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 12, 2021, the Company held its Annual Meeting in a virtual format. The information set forth below under Item 5.07 regarding the approval of the Amendments is incorporated herein by reference. A summary of the Amendments was provided in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 25, 2021. The summary is incorporated herein by reference to the Proxy Statement and qualified in its entirety by reference to the full text of the Articles, a copy of which is attached as an appendix to the Proxy Statement. The Amendments became effective on
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 12, 2021, 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 25, 2021:
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||205,642,112||11,471,114||20,076,591|
|Dr. Diane Garrett||215,636,682||1,476,544||20,076,591|
|Dr. Thomas Kaplan||215,361,591||1,751,635||20,076,591|
The Company’s shareholders ratified the appointment 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|
The Company’s shareholders approved certain amendments to the Company’s Articles:
|Votes For||Votes Against||Abstain||Broker Non-Votes|
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|
Item 7.01 Regulation FD Disclosure
On May 13, 2021, 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
|99.1||Press release, dated May 13, 2021 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.|
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 14, 2021||NOVAGOLD RESOURCES INC.|
|By:||/s/ David A. Ottewell|
|David A. Ottewell|
|Vice President and Chief Financial Officer|