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: May 14, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2020, NOVAGOLD RESOURCES INC. (the “Company”) held its 2020 Annual General Meeting of Shareholders (the “Annual Meeting”) at the Company’s offices in Vancouver, British Columbia, Canada. The information set forth below under Item 5.07 regarding the approval of the amendments to the Company’s Stock Award Plan and Performance Share Unit Plan (collectively, the “Plans”) are incorporated herein by reference. Summaries of the Plans were provided in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 26, 2020. These summaries are incorporated herein by reference to the Proxy Statement and qualified in their entirety by reference to the full text of the Plans, copies of which are attached as appendices to the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 14, 2020, the Company held its Annual Meeting at the Company’s offices in Vancouver, British Columbia, Canada. At the Annual Meeting, the Company’s shareholders approved each of the following proposals set forth in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 26, 2020:
Proposal 1:
The Company’s shareholders elected the following directors to hold office until the next annual meeting of shareholders or until a successor is elected or appointed:
| Name | Votes For | Withheld | Broker Non-Votes |
| Dr. Elaine Dorward-King | 228,384,768 | 7,692,753 | 33,497,927 |
| Sharon Dowdall | 233,297,446 | 2,780,075 | 33,497,927 |
| Dr. Diane Garrett | 234,017,892 | 2,059,629 | 33,497,927 |
| Dr. Thomas Kaplan | 234,329,359 | 1,748,162 | 33,497,927 |
| Gregory Lang | 235,598,250 | 479,271 | 33,497,927 |
| Igor Levental | 231,882,849 | 4,194,672 | 33,497,927 |
| Kalidas Madhavpeddi | 232,968,133 | 3,109,388 | 33,497,927 |
| Clynton Nauman | 233,463,642 | 2,613,879 | 33,497,927 |
| Ethan Schutt | 235,517,677 | 559,844 | 33,497,927 |
| Anthony Walsh | 234,855,318 | 1,222,203 | 33,497,927 |
Proposal 2:
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as auditors of the Company until the next annual meeting of the shareholders of the Company or until a successor is appointed and authorized the Company’s Audit Committee of the Board of Directors to fix their remuneration:
| Votes For | Withheld | Broker Non-Votes |
| 265,977,177 | 3,597,313 | 0 |
Proposal 3:
The Company’s shareholders approved certain amendments to the Company’s Stock Award Plan, and approved all unallocated entitlements under the Stock Award Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 223,685,676 | 11,815,167 | 575,719 | 33,497,928 |
Proposal 4:
The Company’s shareholders approved certain amendments to the Company’s Performance Share Unit Plan, and approved all unallocated entitlements under the Performance Share Unit Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 226,784,994 | 8,680,650 | 610,918 | 33,497,928 |
Proposal 5:
The Company’s shareholders approved all unallocated entitlements under the Company’s Deferred Share Unit Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 229,432,606 | 5,997,404 | 646,552 | 33,497,928 |
Proposal 6:
The Company’s shareholders approved a non-binding resolution approving the compensation of the Company’s “Named Executive Officers”:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 206,218,591 | 29,183,993 | 673,978 | 33,497,928 |
Proposal 7:
The Company’s shareholders approved a non-binding resolution approving the frequency of non-binding advisory votes on the compensation of the Company’s “Named Executive Officers” on an annual basis:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 233,840,325 | 433,665 | 1,261,069 | 541,501 | 33,497,930 |
It was approved by the Company’s Board of Directors that NOVAGOLD will hold a non-binding vote on the compensation of the Company’s Named Executive Officers on an annual basis.
Item 7.01 Regulation FD Disclosure
On May 15, 2020, the Company issued a press release announcing the election of directors and voting results from the Annual Meeting. 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press release, dated May 15, 2020 issued by NOVAGOLD RESOURCES INC. relating to voting results from its Annual Meeting |
| 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: May 18, 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 May 15, 2020 issued by NOVAGOLD RESOURCES INC. relating to voting results from its Annual Meeting |
| 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. |