NOVAGOLD Announces Election of Directors and Voting Results from 2018 Annual Shareholder Meeting
NYSE-American: TSX: NG
NEWS RELEASE
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NOVAGOLD Announces Election of Directors and Voting Results from
2018 Annual Shareholder Meeting
May 7, 2018 - Vancouver, British Columbia – NOVAGOLD RESOURCES INC. (TSX, NYSE American: NG)
(“NOVAGOLD” or “the Company”) is pleased to announce the detailed voting results on the items of business
considered at its Annual General Meeting of Shareholders held on May 4, 2018 (the “Meeting”). Dr. Diane Garrett was
elected as a new Director, and Gerald McConnell retired as a Director after not standing for re-election after more than
three decades of service to the Company. A total of 264,921,954 or 82.20% of the Company’s issued and outstanding
shares were represented at the Meeting.
“On behalf of the board of Directors (the “Board”) of NOVAGOLD, I would like to express sincere gratitude to Gerry for
his extraordinary contribution in transforming a company he founded in 1984 into one of the world’s most significant
precious metals mine developers,” said Dr. Thomas Kaplan, NOVAGOLD’s Chairm an. “Over the last 33 years, he has
served as NOVAGOLD’s Chief Executive Officer, Chairman and a member of the Board, always with a great sense of
dedication, steady leadership and exemplary professionalism. We wish him all the best in his personal as wel l as
diverse business endeavors.”
Dr. Diane Garrett joins the Board of Directors of NOVAGOLD
The Company is pleased to announce the election of Dr. Diane Garrett to its Board, effective May 4, 2018. Dr. Garrett
currently serves as the President and CEO of Nickel Creek Platinum Corporation, a mining exploration and
development company involved in the advancement of a major polymetallic deposit located in the Yukon, Canada.
Prior to that, she was President and CEO of Romarco Minerals Incorporated, where she successfully led the
multimillion-ounce Haile Gold Mine, located in South Carolina, from discovery to construction and, ultimately,
production. Haile is now a state-of-the-art mine providing economic, social and environmental benefit to a diverse
group of stakeholders. In addition to her successful mining executive career, Dr. Garrett has broad industry experience
including serving as a portfolio manager with a major US -based resource focused fund. Dr. Garrett received her Ph.D.
in Engineering and her Masters in Mineral Economics from the University of Texas at Austin.
“Diane embodies what we call the gold standard in corporate leadership, professional integrity and social and
environmental responsibility, the qualities we hold in the highest esteem at NOV AGOLD,” added Dr. Kaplan. “Her
superb track record of achievement in developing gold projects in the United States will be incredibly valuable for us as
we advance Donlin Gold up the value chain.”
Shareholder Engagement
NOVAGOLD’s active shareholder engagement program continues to be a high priority for the Company and is an
integral part of our corporate governance practices. The Company’s management is committed to responding to all
shareholder inquiries; regardless of the number of shares owned. Fo llowing the May 2017 annual shareholder meeting,
management and members of the Board’s Compensation Committee and Corporate Governance and Nominations
Committees invited 20 of the largest shareholders to meet and discuss, among other things, matters relate d to
executive compensation and corporate governance. Twelve shareholders representing approximately 21.3% of the
Company’s outstanding shares accepted our invitation. We undertook this enhanced engagement campaign to ensure
that shareholders had a chance to ask questions of and express their views directly to our executive team as well as
Board members, so that the Company could implement important changes to its compensation and governance
practices.
As a result of this comprehensive engagement, the Company implemented the following changes, described in more
detail in the Management Information Circular dated March 22, 2018:
Executive Compensation
- Implemented a salary freeze in 2018 for two of the three NEOs
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- Eliminated the individual performance multiplier from the long-term equity compensation formula, which
had the potential to increase long-term equity incentive grants above the target amount
- Extended the vesting period for new stock option and PSU grants to three years
- Enhanced our description of annual company goals and the factors used to determine whether the targeted
performance is achieved
- Adopted an executive compensation clawback policy
We also note that because the Company stock price underperformed relative to the benchmark gold index , the
Performance Share Units that matured in 2017 were forfeited. Since our shareholders were not rewarded with an
increase in share price, NOVAGOLD employees did not earn PSU compensation for the period.
Governance Practices
- Board size was reduced from eleven to ten members
- Board refreshment has been initiated and diversity as well as professional depth were further enhanced with
Dr. Garrett joining its ranks
- A Board Service Policy limiting the number of outside boards upon which Company Directors may serve was
adopted
- The Board continues to work on advancing a comprehensive set of governance improvements, including
considerations such as tenure, board interlocks, independence, diversity and refreshment
During the 2018 proxy season, NOVAGOLD placed calls to or met in person with all of its shareholders owning 50,000
shares or more, representing more than 88% of the Company’s issued and outstanding common shares entitled to
vote at the Meeting.
Following the Meeting, the independent Directors selecte d Anthony Walsh to serve as the Lead Independent Director.
The Board also met and appointed Dr. Diane Garrett to serve on the Environment, Health, Safety, Sustainability and
Technical Committee and the Corporate Communications Committee; appointed Sharon Dowdall Chair of the
Corporate Governance and Nominations Committee; and appointed Gil Leathley to serve on the Corporate
Governance and Nominations Committee. As Ms. Dowdall begins her tenure on the Corporate Governance and
Nominations Committee, she will no longer serve on the Audit Committee.
Shareholder Voting Results
The Shareholders voted on the following matters at this year’s Meeting.
Proposal 1 – Setting the Number of Directors
The vote was carried to adopt an ordinary resolution setting the number of Directors at ten. The votes were as follows:
Votes For 262,137,059 98.95%
Votes Against 2,768,768 1.05%
Proposal 2 – 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 the
Vote
Votes by Ballot
Election of Directors Votes For Votes Withheld
Sharon Dowdall Carried 200,376,073
(99.04%)
1,942,345
(0.96%)
Dr. Diane Garrett Carried 189,110,453
(93.47%)
13,207,966
(6.53%)
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Dr. Thomas Kaplan Carried 199,283,498
(98.50%)
3,034,921
(1.50%)
Gregory Lang Carried 201,438,722
(99.57%)
879,696
(0.43%)
Gillyeard Leathley Carried 200,646,018
(99.17%)
1,672,401
(0.83%)
Igor Levental Carried 199,574,339
(98.64%)
2,744,080
(1.36%)
Kalidas Madhavpeddi Carried 200,357,419
(99.03%)
1,960,999
(0.97%)
Clynton Nauman Carried 199,405,945
(98.56%)
2,912,474
(1.44%)
Rick Van Nieuwenhuyse Carried 172,210,002
(85.12%)
30,108,417
(14.88%)
Anthony Walsh Carried 200,673,698
(99.19%)
1,644,721
(0.81%)
Proposal 3 – Appointment of Auditors
The vote was carried for the Appointment of the Auditors, PricewaterhouseCoopers LLP. The votes were as follows:
Votes For 262,603,966 99.13%
Votes Withheld 2,301,855 0.87%
Proposal 4 – Say-On-Pay Advisory Vote
The vote was carried on the Say-On-Pay Advisory Vote. The votes were as follows:
Votes For 156,592,282 77.41%
Votes Against 44,756,945 22.12%
Abstentions 953,065 0.47%
Full details of all proposals are fully described in the Company’s Management Information Circular dated March 22, 2018
available on the Company’s website at www.novagold.com, 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 th e Report of Voting Results filed on
SEDAR and on EDGAR.
NOVAGOLD Contact:
Mélanie Hennessey
Vice President, Corporate Communications
Allison Pettit
Manager, Investor Relations
604-669-6227 or 1-866-669-6227