NOVAGOLD RESOURCES INC. Files 8-K: Board & Compensation Updates

Ticker: NG · Form: 8-K · Filed: Jun 20, 2024 · CIK: 1173420

Sentiment: neutral

Topics: corporate-governance, filing, executive-compensation

TL;DR

NOVAGOLD filed an 8-K with board and exec comp changes. #CorpGov

AI Summary

On June 20, 2024, NOVAGOLD RESOURCES INC. filed an 8-K report detailing changes in its board of directors and executive compensation arrangements. The filing also includes financial statements and exhibits, indicating ongoing corporate governance and financial reporting activities.

Why It Matters

This filing provides insight into the company's leadership structure and executive pay, which can influence investor confidence and strategic direction.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain significant negative news or financial distress.

Key Players & Entities

FAQ

What specific changes were made to the board of directors?

The filing indicates changes related to the 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers' but does not specify the names or details of these changes within the provided text.

What are the key items reported in this 8-K filing?

The key items reported are 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers', 'Regulation FD Disclosure', and 'Financial Statements and Exhibits'.

When was the earliest event reported in this filing?

The earliest event reported in this filing was on June 20, 2024.

What is NOVAGOLD RESOURCES INC.'s principal executive office address?

NOVAGOLD RESOURCES INC.'s principal executive office is located at 201 South Main Street, Suite 400, Salt Lake City, Utah 84111.

What is the company's fiscal year end?

The company's fiscal year end is November 30 (1130).

Filing Stats: 972 words · 4 min read · ~3 pages · Grade level 11 · Accepted 2024-06-20 17:05:25

Key Financial Figures

Filing Documents

02(b) Departure of Directors or Certain Officers

Item 5.02(b) Departure of Directors or Certain Officers David Ottewell, Vice President and Chief Financial Officer of NOVAGOLD Resources Inc. (the "Company"), has announced his intention to retire effective July 15, 2024. Peter Adamek will be appointed Vice President and Chief Financial Officer of the Company upon Mr. Ottewell's retirement. Mr. Adamek, age 49, was previously employed at Hudbay Minerals ("Hudbay") from 2010 until June 2024. Mr. Adamek served in progressively senior management roles at Hudbay, including CFO for the Arizona Business Unit, prior to being appointed Vice President, Finance of Hudbay in May 2019. Before joining Hudbay, Mr. Adamek worked as a research associate at RBC Capital Markets Global Mining division, and before that he worked in KPMG's audit practice with a focus on global mining and manufacturing companies. Mr. Adamek holds a Bachelor of Applied Science in Electrical Engineering from the University of Toronto, is a Canadian Chartered Professional Accountant (CPA, CA) and holds CFA and P.Eng. designations. Mr. Adamek is expected to enter into a standard form of executive employment agreement in connection with his appointment. His current employment package provides for an annual base salary of USD $400,000, a signing bonus of $175,000, and he will be entitled to participate in the Company's Annual Incentive Plan and long-term incentive plans, specifically the 2004 Stock Award Plan, as amended, and the 2009 Performance Share Unit Award Plan, as amended. In addition, Mr. Adamek will be entitled to payment of certain separation payments and benefits upon a qualifying termination of his employment on the same basis as applicable to our other named executive officers and disclosed in Part III of the Company's Annual Report on Form 10-K, filed with the SEC on January 24, 2024. The foregoing description of Mr. Adamek's executive employment agreement contained herein does not purport to be complete and is qualified in its entirety by re

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On June 20, 2024, the Company issued a press release announcing the anticipated retirement of Mr. Ottewell and the appointment of Mr. Adamek as the Company's Vice President and Chief Financial Officer. 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 99.1 Press release dated June 20, 2024, issued by NOVAGOLD RESOURCES INC. relating to the anticipated retirement of Mr. Ottewell and the appointment of Mr. Adamek as the Company's Vice President and Chief Financial Officer. 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.

SIGNATURES

SIGNATURES 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: June 20, 2024 NOVAGOLD RESOURCES INC. By: /s/ Gregory A. Lang Gregory A. Lang President and Chief Executive Officer

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