DEF: NOVAGOLD Resources Inc. Announces 2025 Annual General Meeting of Shareholders

NOVAGOLD Resources Inc. is set to hold its 2025 Annual General Meeting of Shareholders virtually on May 15, 2025, to discuss key company matters including director elections, auditor appointments, and executive compensation.

Summary

• NOVAGOLD Resources Inc. will hold its Annual General Meeting of Shareholders on May 15, 2025, in a virtual format.
• Shareholders will vote on the election of directors, appointment of PricewaterhouseCoopers LLP as independent auditor, and advisory approval of executive compensation.
• The Board of Directors recommends voting FOR all proposals.
• The meeting will cover the Annual Report of the Directors, consolidated financial statements for the year ended November 30, 2024, and the Report of the Auditors.
• Shareholders of record as of March 19, 2025, are entitled to vote.
• Proxies must be submitted by May 13, 2025.
• The company values engagement with shareholders through various communication channels.
• NOVAGOLD is committed to maintaining robust corporate governance practices, including director independence, board leadership, and shareholder rights.
• The Board oversees risk management through various committees, including Audit, Compensation, and Corporate Governance and Nominations.
• In 2024, Anthony Walsh retired from the Board, and Peter Adamek was hired as the new Vice President and Chief Financial Officer.
• Richard Williams was promoted to Vice President and Chief Operating Officer.
• NOVAGOLD published its 2023 sustainability report, aligning with TCFD framework and GRI standards.
• The company contacted shareholders owning 50,000 shares or more, representing approximately 84% of the Common Shares, in 2024.
• As of March 6, 2025, the company had 334,646,571 Common Shares issued and outstanding.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook, highlighting achievements and commitment to corporate governance and sustainability. However, it also acknowledges certain challenges and risks, resulting in a moderately positive sentiment score.

Positives

• NOVAGOLD is committed to robust corporate governance practices.
• The Board has adopted a Diversity, Equity and Inclusion Policy.
• The company prohibits hedging and pledging of NOVAGOLD stock for Directors and employees.
• NOVAGOLD encourages employees to be shareholders through share-based compensation and employee stock purchase programs.
• The company published its 2023 sustainability report, aligning with TCFD framework and GRI standards.
• The company maintains an active shareholder engagement program.
• The Board has adopted a Majority Voting Policy.
• The Board has adopted a Board Service Policy.
• The Board has adopted an Anti-Corruption, Anti-Bribery, Anti-Fraud Policy.
• The Board has adopted a Human Rights Policy.

Negatives

• One delinquent Form 4 was filed for each of Greg Lang and Richard Williams in fiscal year 2025.
• The Say on Pay proposal was approved by 83.72% of votes cast despite a negative vote recommendation from ISS.

Risks

• The document mentions past involvement of certain director nominees with companies that experienced financial difficulties or regulatory issues.
• The company is in the development stage and does not have typical operating company metrics.
• The company is subject to risks related to the Donlin Gold project, including permitting, litigation, and community relations.

Future Outlook

The company plans to issue a Sustainability Report in the first half of 2025 reporting on the Companys ESG goals, activities, and performance during fiscal year 2024.

Management Comments

• Gregory A. Lang, President and Chief Executive Officer: 'We are pleased to invite you to NOVAGOLDs 2025 Annual General Meeting of Shareholders.'
• Gregory A. Lang, President and Chief Executive Officer: 'The Board and management team wish to thank you for your continued confidence in NOVAGOLD.'

Industry Context

The document benchmarks NOVAGOLD against a peer group of mining companies to determine appropriate compensation levels for its executives and directors.

Comparison to Industry Standards

• The document compares NOVAGOLD's compensation practices to a peer group of mining companies, including Pan American Silver Corp., Alamos Gold Inc., B2Gold Corp., and others.
• The company targets NEO compensation as follows: Base Salary at the 62.5th percentile of the Peer Group companies, Total Cash Compensation at the 62.5th percentile, and Total Direct Compensation at the 75th percentile.
• The document also references the compensation packages of Barrick Gold Corporation, Newmont Corporation, Agnico Eagle Mines Ltd., and Kinross Gold Corporation, as supplemental information.

Management Changes

Corporate Governance

Legal Proceedings

• Nevada Copper and five affiliated companies filed a voluntary petition for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Nevada on June 10, 2024.
• On August 20, 2024, the British Columbia Securities Commission issued a cease trade order against Nevada Copper for failure to file interim financial statements for the period ended June 30, 2024, which has not been remedied to date.
• Nevada Coppers common shares and warrants were delisted from the Toronto Stock Exchange as of the close of business on August 21, 2024.

Related Party Transactions

• As of March 6, 2025, Electrum held 84,856,456 Common Shares, representing approximately 25.36% of the Companys issued and outstanding shares.
• Pursuant to the Unit Purchase Agreement dated December 31, 2008, between the Company and Electrum, the Company provided Electrum with the right to designate an observer at all meetings of the Companys Board and any committee thereof so long as Electrum and its affiliates hold not less than 15% of the Companys Common Shares.
• In November 2011, Dr. Thomas Kaplan was appointed the Chairman of the Companys Board.
• Dr. Kaplan is also the Chairman and Chief Executive Officer of The Electrum Group.
• Mr. Daniel Muiz Quintanilla was elected to the Companys Board in May 2023.
• Mr. Muiz is also a director and special advisor to the chairman of two of Electrums privately held portfolio companies, Sunshine Silver Mining & Refining Company and Sinda Ltd.

Stakeholder Impact

• The document outlines potential impacts on shareholders, employees, customers, suppliers, and creditors.
• The company is committed to engaging with shareholders and considering their perspectives.
• The company is focused on the health and safety of its employees and those at Donlin Gold LLC.
• The company is working with local communities and Native Corporations to develop the Donlin Gold project in a responsible manner.

Next Steps

• Shareholders are encouraged to vote promptly.
• The company plans to issue a Sustainability Report in the first half of 2025.
• The Board anticipates making equity grants to the NEOs in recognition of their performance in 2024 during fiscal year 2025.
• The Corporate Governance and Nominations Committee anticipates conducting another Board assessment during the summer of 2025.

Key Dates

Keywords

NOVAGOLD, shareholders, directors, governance, compensation, Donlin Gold, meeting, proxy, ESG, audit, officers, shares, Board