NOVAGOLD Announces Election of Directors and Voting Results from 2020 Annual General Meeting of Shareholders A total of 269,575,448 or 82.02% of the Company’s issued and outstanding shares were represented at the Meeting
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NOVAGOLD Announces Election of Directors and Voting Results from
2020 Annual General Meeting of Shareholders
A total of 269,575,448 or 82.02% of the Company’s issued and outstanding shares were represented at the
Meeting
All seven proposals to shareholders were approved, including the election of all 10 director nominees; Dr. Elaine
Dorward-King joins the Board
During the 2020 proxy season, NOVAGOLD placed outreach calls to shareholders holding more than 90% of the
Company’s issued and outstanding common shares entitled to vote
May 15, 2020 - Vancouver, British Columbia – Vancouver, British Columbia – 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 a nd 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:
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Proposal 1 Outcome of the
Vote
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:
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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 Executive
Compensation
The vote was carried on the Approval of Frequency of Seeking Non-Binding Approval of Executive
Compensation 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 [email protected].
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Jason Mercier
Manager, Investor Relations
604-669-6227 or 1-866-669-6227