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

From the Filing

0001171843-24-002357.txt : 20240430 0001171843-24-002357.hdr.sgml : 20240430 20240430143006 ACCESSION NUMBER: 0001171843-24-002357 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20240430 DATE AS OF CHANGE: 20240430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVAGOLD RESOURCES INC CENTRAL INDEX KEY: 0001173420 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 000000000 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31913 FILM NUMBER: 24896359 BUSINESS ADDRESS: STREET 1: 201 SOUTH MAIN STREET 2: SUITE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 801-449-9328 MAIL ADDRESS: STREET 1: 201 SOUTH MAIN STREET 2: SUITE 400 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 DEFA14A 1 defa14a_043024.htm DEFINITIVE 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 conf