UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 26, 2020 (Date of earliest event reported)
NOVAGOLD RESOURCES INC.
(Exact Name of Registrant as Specified in Its Charter)
| British Columbia | 001-31913 | N/A |
| (State of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification) |
201 South Main Street, Suite 400, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
(801) 639-0511
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Shares | NG | NYSE American Toronto Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On March 26, 2020, the Company issued a press release announcing that Elaine Dorward-King has been nominated for election as a director at the Company’s 2020 annual meeting of shareholders, based on the recommendation of the Corporate Governance and Nominations Committee of the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Additional information about Dr. Dorward-King, as well as the other director nominees and proposals submitted to shareholders for approval, can be found in NOVAGOLD’s 2020 Management Information Circular which is available on the Company’s website, www.novagold.com/investors/mic/, on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov, and can be obtained at no charge on these websites. The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2020 annual meeting of shareholders. The Company has filed its definitive proxy statement with the SEC in connection with any such solicitation of proxies from the Company’s shareholders. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s proxy statement which has been filed as a DEF 14A contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. If the holdings of the Company’s securities change from the amounts provided in the proxy statement, such changes will be set forth in SEC filings on Forms 3, 4, and 5, which can be found through the Company’s website at www.novagold.com or through the SEC’s website at www.sec.gov.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press release, dated March 26, 2020 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Announces Nomination of Dr. Elaine Dorward-King for Election to its Board of Directors and Files its 2020 Management Information Circular.” |
| 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
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: March 26, 2020 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ David A. Ottewell | |
| David A. Ottewell | ||
| Vice President and Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit Number | Description |
| 99.1 | Press release, dated March 26, 2020 issued by NOVAGOLD RESOURCES INC. entitled “NOVAGOLD Announces Nomination of Dr. Elaine Dorward-King for Election to its Board of Directors and Files its 2020 Management Information Circular.” |
| 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. |