NOVAGOLD RESOURCES INC. Files Proxy Materials

TL;DR

NOVAGOLD filed its proxy statement for the annual meeting. Shareholders get the details.

AI Summary

NOVAGOLD RESOURCES INC. filed a Definitive Additional Materials proxy statement on April 30, 2025. This filing relates to the company's annual shareholder meeting. The company is incorporated in A1 and has a fiscal year end of November 30. Its principal executive offices are located in Salt Lake City, UT.

Why It Matters

This filing provides shareholders with important information regarding the company's annual meeting, including details relevant to voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine filing of proxy materials for an annual shareholder meeting, not indicating any unusual financial or operational risks.

Key Players & Entities

• NOVAGOLD RESOURCES INC. (company) — Registrant
• April 30, 2025 (date) — Filing Date
• Salt Lake City, UT (location) — Business Address

FAQ

From the Filing

0001171843-25-002648.txt : 20250430 0001171843-25-002648.hdr.sgml : 20250430 20250430160602 ACCESSION NUMBER: 0001171843-25-002648 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250430 DATE AS OF CHANGE: 20250430 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 EIN: 000000000 STATE OF INCORPORATION: A1 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-31913 FILM NUMBER: 25894965 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_043025.htm DEFA14A 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, 2025 NOVAGOLD RESOURCES INC. (the “Company” or “NOVAGOLD”) Shareholders Re: NOVAGOLD RESOURCES INC.’s Annual General Meeting of Shareholders on May 15, 2025: Advisory Vote on Executive Compensation Dear Valued Shareholder, The Compensation Committee of the Board of Directors (“ We ” or the “ Committee ”) of the Company are writing to you to ask for your continued support for our Advisory Vote on Executive Compensation ( “Say- on-Pay” ), at our Annual General Meeting of Shareholders to be held on May 15, 2025 (the “ 2025 AGM ”). We understand you may have received a research report from ISS recommending a vote against our Say- on-Pay resolution. Their concerns are primarily focused on: (i) performance targets and the discretionary vesting of performance share units (“ PSUs ”) that did not meet original performance criteria; and (ii) a view that NOVAGOLD targets total compensation above the median of peers. In contrast, another leading proxy advisory firm, Glass, Lewis & Co. (“GL”), has recommended shareholders vote ‘FOR’ all proposals at the 2025 AGM. GL noted in their proxy paper regarding our Say-on-Pay resolution: “…we believe the Company maintains a fair program structure, with a sufficient emphasis on performance-based compensation. Absent any particularly egregious compensation decisions during the year in review, we believe shareholders may support the proposal at this time” . Historically, our Say-on-Pay resolution has received strong shareholder support, with an average of 91.28% approval at the past three Annual General Meetings (with an average voter turnout of 77.69% ) that has underscored confidence in our pay-for-performance philosophy. Maintaining an active shareholder engagement program continues to be a high priority for the Company and the Committee and is an integral part of our corporate governance practices. To date the Company has been consistent in engaging with its shareholders holding approximately 80% or more of the issued and outstanding shares