NOVAGOLD Files Definitive Additional Proxy Materials

TL;DR

NOVAGOLD dropped more proxy docs, check your email if you're an ISS subscriber.

AI Summary

NOVAGOLD RESOURCES INC. filed definitive additional materials on April 30, 2024, related to its proxy statement. The filing, designated as DEFA14A, indicates no filing fee was required. It was distributed via email to Institutional Shareholder Services Inc. ("ISS") subscribers.

Why It Matters

This filing provides supplemental information to shareholders regarding the company's proxy statement, which is crucial for voting on corporate matters and director elections.

Risk Assessment

Risk Level: low — This filing is a routine administrative submission of additional proxy materials and does not contain new financial information or strategic changes.

Key Players & Entities

• NOVAGOLD RESOURCES INC. (company) — Registrant
• Institutional Shareholder Services Inc. (company) — Recipient of materials
• April 30, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $175,000 — eived a special retention cash award of $175,000 to be paid out on or shortly after June

Filing Documents

• defa14a_043024.htm (DEFA14A) — 27KB
• logo.jpg (GRAPHIC) — 4KB
• paymix.jpg (GRAPHIC) — 16KB
• sign.jpg (GRAPHIC) — 7KB
• 0001171843-24-002357.txt ( ) — 67KB

From the Filing

ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Under Rule 14a-12 NOVAGOLD RESOURCES INC. (Name of Registrant as Specified In Its Charter) ___________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): [X] No fee required. [ ] Fee paid previously with preliminary materials. [ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. April 30, 2024 Institutional Shareholder Services Inc. ("ISS") Subscribers Via Email Re: NOVAGOLD RESOURCES INC.'s Annual General Meeting of Shareholders on May 16, 2024: Advisory Vote on Executive Compensation Dear Valued Shareholder, NOVAGOLD RESOURCES INC.’s (the "Company" or "NOVAGOLD" ) Board of Directors (the “ Board ”) and the Compensation Committee (the “ Committee ”) are writing to you to ask for your continued support for our Advisory Vote on Executive Compensation ( "Say-on-Pay" ) at this year’s Annual General Meeting of Shareholders to be held on May 16, 2024 (the “ 2024 AGM ”). We are aware that you may have received a research report from Institutional Shareholder Services Inc. (“ ISS ”) recommending that you vote against our Say-on-Pay resolution at the 2024 AGM. The recommendation can be broadly grouped as (i) CEO pay increased year-over-year, and Named Executive Officers ( "NEOs" ) received a special retention grant without clear disclosure of performance vesting criteria and a relatively short time-vesting period, (ii) the Company continues to target all pay elements above the median of peers, and (iii) concerns were identified in the Long-Term Incentives ( "LTI" ) plan where annual cycle equity awards target merely median performance. In contrast, another leading proxy advisory firm, Glass, Lewis & Co., LLC ("GL"), has recommended shareholders vote FOR all our proposals at the 2024 AGM. GL noted in their proxy paper regarding our Say-on-Pay resolution "we acknowledge the reasonable pay program and nil payouts under the long-term incentive plan." In recent years, we have witnessed strong shareholder support for our Say-on-Pay resolution, averaging 95.55% FOR votes of the total cast, coupled with an outstanding increase in voter participation from 71.59% to 85.17% between 2021 to 2023, respectively. This resounding endorsement, along with the backing of the proxy advisory firms ISS and GL during those years, underscores confidence in our pay-for- performance philosophy. This philosophy is not merely a strategy; it's the cornerstone of our executive compensation decisions, aimed at attracting, retaining, and incentivizing top-tier talent which is critical for our Company's success. We respectfully request that you consider the below points before making your voting decision and believe that you will conclude that continued support for the Company’s Say-on-Pay resolution is warranted. (i) CEO Pay Increase in 2023 and NEO Special Retention Grant As a general matter, the Board believes that the Company’s current compensation structure adequately compensates our executives. It should be noted that there was no payout of Performance Share Units ( "PSUs" ) in 2022 or 2023 as the performance criteria was not met. These PSUs were fully forfeited. The Board determined that the two NEOs and three other Company executives should be granted special executive PSU retention grants to incentivize them to remain with the Company through at least June 2024. Although this was a different approach to what you would see year-over-year, it is in line with our executive compensation philosophy and in the best interests of the Company. This atypical approach was based on an executive succession planning exercise with Mercer (Canada) Limited ( "Mercer" or the "Compensation Consultant" ), the Compensation Committee’s independent Compensation Consultant, held in late 2022: (a) The special retention grants were awarded on December 15, 2022, and were in the form of PSUs that will mature at 100% of the grant amount on June 30, 2024, with pay out shortly thereafter so long as the executive is still employed as an executive by the Company on June 30, 2024. Mr. Lang received a special retention grant of 44,30

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View this DEFA14A filing on SEC EDGAR