NOVAGOLD Announces Election of Directors and Voting Results from 2022 Virtual Annual General Meeting of Shareholders A total of 277,994,591 or 83.43% 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
2022 Virtual Annual General Meeting of Shareholders
A total of 277,994,591 or 83.43% of the Company’s issued and outstanding shares were represented at
the Meeting
All four proposals to shareholders were approved, including the election of all eleven director nominees;
Kevin McArthur joins the Board
During the 2022 proxy season, NOVAGOLD placed outreach calls to shareholders holding approximately
86% of the Company’s issued and outstanding common shares entitled to vote
May 20, 2022 - 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 18, 2022
(the “Meeting”). All proposals were approved and all eleven director nominees were elected. A total of
277,994,591 or 83.43% of the Company’s issued and outstanding shares were represented at the Meeting.
Kevin McArthur joins the Board of Directors of NOVAGOLD
The Company is also pleased to report the election of Kevin McArthur to its Board at the Meeting, effective
May 18, 2022. Mr. McArthur is an industry leader with over 40 years of experience encompassing many facets
of the mining business, including operations, corporate development and executive management. He currently
serves as a non-executive director of Royal Gold, Inc. and First Quantum Minerals Ltd. Mr. McArthur served as
CEO of major precious metals mining companies, including Goldcorp Inc., Glamis Gold Ltd. and Tahoe
Resources Inc., which was subsequently acquired by Pan American Silver Corporation . His earlier career
focused on mine operations and project development with major international mining companies, including,
BP Minerals and Homestake Mining Company. Mr. McArthur obtained a degree in Mining Engineering from
the University of Nevada in 1979.
Shareholder Engagement
During this year’s proxy outreach, NOVAGOLD engaged with shareholders owning 40,000-plus shares; thus
contacting holders of approximately 86% 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 corporate governance practices.
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 set the number of Directors at eleven. The votes received by ballot were as follows:
Votes For 274,603,519 98.78%
Votes Against 2,759,148 0.99%
Abstentions 631,924 0.22%
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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 2 Outcome of the
Vote
Votes by Ballot
Election of Directors Votes For Votes Withheld
Dr. Elaine Dorward-King Carried 257,097,146
(98.70%)
3,380,588
(1.29%)
Sharon Dowdall Carried 252,857,047
(97.07%)
7,620,687
(2.92%)
Dr. Diane Garrett Carried 258,169,285
(99.11%)
2,308,449
(0.88%)
Dr. Thomas Kaplan Carried 258,809,101
(99.35%)
1,668,633
(0.64%)
Gregory Lang Carried 259,660,658
(99.68%)
817,076
(0.31%)
Igor Levental Carried 256,598,064
(98.51%)
3,879,670
(1.48%)
Kalidas Madhavpeddi Carried 245,264,836
(94.15%)
15,212,898
(5.84%)
Kevin McArthur Carried 259,610,343
(99.66%)
867,391
(0.33%)
Clynton Nauman Carried 257,175,544
(98.73%)
3,302,190
(1.26%)
Ethan Schutt Carried 258,124,301
(99.09%)
2,353,433
(0.90%)
Anthony Walsh Carried 255,393,306
(98.04%)
5,084,428
(1.95%)
Proposal 3 – Appointment of Auditors
The vote was carried for the Appointment of the Auditors, PricewaterhouseCoopers LLP. The votes received by
ballot were as follows:
Votes For 274,381,861 98.70%
Votes Withheld 3,612,730 1.29%
Proposal 4 – Advisory Approval of Executive Compensation (“Say-on-Pay”)
The vote was carried on the Say-On-Pay Advisory Vote. The votes received by ballot were as follows:
Votes For 248,235,710 95.30%
Votes Against 10,953,539 4.20%
Abstentions 1,288,485 0.49%
Full details of all proposals are fully described in the Company’s Management Information Circular dated
March 25, 2022 available on the Company’s website at www.novagold.com/investors/mic/, on SEDAR at
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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 dissolved the Environment, Health, Safety, Sustainability and Technical
Committee and two committees were created in its place: the Engineering and Technical Committee and the
Sustainability Committee. The Board appointed Kevin McArthur to serve on the Corporate Communications
Committee, and the Engineering and Technical Committee. The membership of each the standing Board
committees is available on the Company’s website at: https://www.novagold.com/company/directors/.
The Annual General Meeting of Shareholders webcast and corporate presentation is available on
NOVAGOLD’s website under Presentations.
NOVAGOLD Contacts:
Mélanie Hennessey
Vice President, Corporate Communications
Allison Pettit
Manager, Communications
604-669-6227 or 1-866-669-6227