Exhibit 99.2
NOVAGOLD RESOURCES INC.
(the “Corporation”)
Annual General and Special Meeting of Shareholders
May 29, 2013
REPORT OF VOTING RESULTS
Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations
Common Shares represented at the Meeting: | 254,847,669 |
Total issued and outstanding Common Shares as at record date: | 316,644,652 |
Percentage of issued and outstanding Common Shares represented: | 80.48% |
General Business
1. | The following nominees were elected as directors to serve until the close of the next annual general meeting or until their successors are duly elected or appointed: |
Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld |
Sharon E. Dowdall | 190,333,129 | 96.31% | 7,285,132 | 3.69% |
Marc Faber | 178,757,668 | 90.46% | 18,860,593 | 9.54% |
Dr. Thomas S. Kaplan | 188,345,015 | 95.31% | 9,273,246 | 4.69% |
Gregory A. Lang | 190,368,576 | 96.33% | 7,249,685 | 3.67% |
Gillyeard J. Leathley | 186,940,209 | 94.60% | 10,678,052 | 5.40% |
Igor Levental | 188,356,274 | 95.31% | 9,261,987 | 4.69% |
Kalidas V. Madhavpeddi | 187,773,072 | 95.02% | 9,845,189 | 4.98% |
Gerald J. McConnell | 178,031,006 | 90.09% | 19,587,255 | 9.91% |
Clynton R. Nauman | 195,655,528 | 99.01% | 1,962,733 | 0.99% |
Rick Van Nieuwenhuyse | 183,510,821 | 92.86% | 14,107,440 | 7.14% |
Anthony P. Walsh | 187,619,163 | 94.94% | 9,999,098 | 5.06% |
2. | PricewaterhouseCoopers LLP, Chartered Accountants, were appointed as auditors of the Corporation until the close of the next annual general meeting of shareholders and the directors were authorized to determine their remuneration. |
Special Business
3. | The shareholders approved the motion to authorize the Corporation to enter into an amending agreement to amend the escrow release terms under the escrow agreement dated May 22, 1987 among the founders of the Company, the Toronto Stock Exchange (“TSX”) and The Canada Trust Company to reflect the escrow release terms set forth in National Policy 46-201 Escrow for Initial Public Offerings. |
For the Motion: | 196,239,337 (99.31%) |
Against the Motion: | 1,356,517 (0.69%) |
Total Shares Voted: | 197,595,854 (62.40% of the issued and outstanding common shares) |
4. | The shareholders approved the special resolution with respect to the continuance (the “Continuance”) of the Company under the Business Corporations Act (British Columbia) (the “BCBCA”) from under the Companies Act (Nova Scotia) and the adoption of Articles compliant with the BCBCA upon the Continuance. |
For the Motion: | 196,722,336 (99.55%) |
Against the Motion: | 895,926 (0.45%) |
Total Shares Voted: | 197,618,262 (62.41% of the issued and outstanding common shares) |
No other business was voted upon at the Meeting.
Dated: June 3, 2013
![Graphic](https://capedge.com/proxy/6-K/0001199073-13-000458/ex992p1a.jpg)
![Graphic](https://capedge.com/proxy/6-K/0001199073-13-000458/ex992p1b.jpg)
254,847,669 SHARES 254,849,024 SHARES |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports, of beneficial hoider voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third part'/. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer,
![Graphic](https://capedge.com/proxy/6-K/0001199073-13-000458/ex992p2.jpg)
JUNE GLOVER
SCRUTINEER
NOVAGOLD RESOURCES INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERSLD ON MAY 29,2013
NUMBER OF SHARES | PERCENTAGE OF VOTES CAST | |||||||||
MOTIONS | ||||||||||
WITHHELD/ | ESC HOLDER NON VOTE | AGAINST | WITHHELD1 | |||||||
ABSTAIN | ABSTAIN | |||||||||
SHARON E DOWDALL | 190,333,129 | 0 | 7,285,132 | 1 | 0 | ######### | 96.31% | 0.00% | 3.69% | |
--- | ||||||||||
-- | ||||||||||
DR MARC FADER | 178,757,668 | 0 | 18,860,593 | ' | 0 | ######### | 90.46% | 0.00% | 9.54% ! | |
DR THOMAS S KAPLAN | ||||||||||
188,345,015 ) | ||||||||||
9,273,246 | 0 | 57,229,408 | 95.31% | ' | ######### | ######### | ||||
-- | ||||||||||
0I ---- | ||||||||||
GREGORY A LANG | 190,368,576 | 0; | 7,249,685 | 0 | ' | ######### | 96.33% | 0.00% | 3.67% | |
GILLYEARD J LEATHLEY | 186,940,209 | 0 | 10,678,052 | : | 0 | ######### | 94.60% | 0.00% | 5.40% | |
1 | IGOR LEVENTAL | 188,356,274 | ||||||||
I KALIDAS V MADHAVPEDDI | 187,773,072 | 1 | ||||||||
I | ||||||||||
GERALD I MCCONNELL | 178,031,006 | 0 | 19,587,255 | |||||||
u | CLYNTON R NAUMAN | 1 | 1,962,733 | |||||||
1 | RICK VAN NIEUWENHUYSE | 183.510.821 | 0 | 14,107,440 | 0 | 57,229,408 | 92.86% | 0 00% | 7.14% | |
APPOINTMENT OF AUDITORS | 252,770,956 | 2,076,713 | 0 | 99.19% | 0.00% | 81% | ||||
ESCROWED SHARES RELEASE RESOLUTION | ||||||||||
CONTINUANCE RESOLUTION | ||||||||||
TOTAL SHAREHOLDERS VOTED BY PROXY: | 231 |
TOTAL SHARES ISSUED &OUTSTANDING: | 316,647,595 |
,- | |
TOTAL SHARES VOTED: | 254,847,669 |
.-- | |
TOTAL % OF SHARES VOTED: | 80.48% |
REPORT ON PROXI