Press Releases May 19, 2026 05:03 PM

NOVAGOLD Announces Election of Directors and Voting Results from 2026 Virtual Annual General Meeting of Shareholders

NOVAGOLD Reports Successful 2026 Annual General Meeting with Full Election of Directors and Approval of Key Proposals

By Leila Farooq NG

NOVAGOLD Resources Inc. announced the results of its 2026 Annual General Meeting of Shareholders held on May 14, 2026. All seven proposals, including the election of all director nominees and approval of governance and compensation plans, were passed with strong shareholder support. The company conducted extensive shareholder outreach ahead of the meeting, engaging owners of approximately 96% of voting shares. The meeting also featured approval of amendments to stock award and performance unit plans, auditor appointment, and advisory votes on executive compensation.

NOVAGOLD Announces Election of Directors and Voting Results from 2026 Virtual Annual General Meeting of Shareholders
NG

Key Points

  • All director nominees were elected with strong majorities, indicating shareholder confidence in corporate leadership.
  • Majority approval obtained for amendments to stock award, performance share unit, and deferred share unit plans, supporting employee compensation frameworks.
  • High shareholder engagement prior to and following the meeting aims to foster continuous improvements in governance and compensation practices.
  • Sectors impacted include mining (gold sector), financial services (investor relations and governance), and capital markets due to stock compensation plan changes.
  • A total of 326,713,666 or 74.45% of the Company’s issued and outstanding shares were represented at the Meeting
  • All seven proposals to shareholders were approved, including the election of all director nominees
  • During the 2026 proxy season, NOVAGOLD placed outreach calls to shareholders holding approximately 96% of the Company’s issued and outstanding common shares entitled to vote

VANCOUVER, British Columbia, May 19, 2026 (GLOBE NEWSWIRE) -- NOVAGOLD RESOURCES INC. (“NOVAGOLD” or the “Company”) (NYSE American, TSX: NG) is pleased to announce the detailed voting results on the items of business considered at its Annual General Meeting of Shareholders held on May 14, 2026 (the “Meeting”). All proposals were approved and all director nominees were elected. A total of 326,713,666 or 74.45% of the Company’s issued and outstanding shares were represented at the Meeting.

Shareholder Engagement

During this year’s proxy outreach, NOVAGOLD placed calls to shareholders owning at least 45,000 shares each, who collectively hold approximately 96% of the Company’s issued and outstanding common shares entitled to vote at the Meeting. Additionally, a digital broadcast message was sent out to shareholders holding at least 5,000 shares, enabling efficient outreach in addition to phone calls. Year-over-year the input received from shareholders has helped shape and improve the Company’s governance and compensation practices. The Company will again be conducting post-proxy outreach in the Fall to gather additional insight from its shareholders to continue to improve upon its disclosure, governance, and compensation practices.

Shareholder Voting Results

The shareholders voted on the following matters at this year’s Meeting:

Proposal 1 – Election of Directors

The nominees listed in NOVAGOLD’s Management Information Circular were elected as Directors of the Company. Detailed results of the votes are set out below:

Proposal 1Outcome of the
Votes by BallotElection of Directors Vote
Votes ForVotes WithheldDr. Elaine Dorward-KingCarried270,754,327
(91.45%)25,284,174
(8.54%)Ali ErfanCarried293,934,428
(99.28%)2,104,073
(0.71%)Dr. Thomas KaplanCarried287,599,587
(97.14%)8,438,914
(2.85%)Hume KyleCarried292,361,355
(98.75%)3,677,146
(1.24%)Gregory LangCarried294,213,852
(99.38%)1,824,649
(0.61%)Kalidas MadhavpeddiCarried262,931,112
(88.81%)33,107,389
(11.18%)Kevin McArthurCarried294,672,498
(99.53%)1,366,003
(0.46%)Daniel Muñiz-QuintanillaCarried270,538,731
(91.38%)25,499,770
(8.61%)Ethan SchuttCarried287,980,445
(97.27%)8,058,056
(2.72%)Dawn WhitakerCarried288,601,466
(97.48%)7,437,035
(2.51%)


Proposal 2 – Appointment of Auditors

The vote was carried for the Appointment of the Auditors, PricewaterhouseCoopers LLP. The votes received by ballot were as follows:

Votes For317,132,16797.06%
Votes Withheld9,581,4992.93%


Proposal 3 – Approve amendment to the Stock Award Plan and all unallocated entitlements thereunder

The vote was carried for the Stock Award Plan. The votes received by ballot were as follows:

Votes For255,153,94686.18%
Votes Against40,312,81913.61%
Abstentions571,7360.19%


Proposal 4 – Approve all unallocated entitlements under the Performance Share Unit Plan

The vote was carried for the Performance Share Unit Plan. The votes received by ballot were as follows:

Votes For264,889,27089.47%
Votes Against30,721,91810.37%
Abstentions427,3130.14%


Proposal 5 – Approve all unallocated entitlements under the Deferred Share Unit Plan

The vote was carried for the Deferred Share Unit Plan. The votes received by ballot were as follows:

Votes For268,987,46990.86%
Votes Against26,642,8438.99%
Abstentions408,1890.13%


Proposal 6 – Advisory Approval of Executive Compensation (“Say-on-Pay”)

The vote was carried on the Say-On-Pay Advisory Vote. The votes received by ballot were as follows:

Votes For214,048,54272.30%
Votes Against81,376,55327.48%
Abstentions613,4060.20%


Proposal 7 – Advisory Approval on Frequency of Seeking Non-Binding Approval of Executive Compensation

The vote was carried on the annual submission of the non-binding vote on compensation of the Company’s Named Executive Officers. The votes received by ballot were as follows:

1 YEAR2 YEARS3 YEARSABSTAIN294,438,533374,890597,803627,275


Full details of all proposals are fully described in the Company’s Management Information Circular dated March 24, 2026 available on the Company’s website at www.novagold.com/investors/mic/, on SEDAR+ at www.sedarplus.ca, and on EDGAR at www.sec.gov, and the detailed results of voting on each proposal are included in the Report of Voting Results filed on SEDAR+ and in the 8-K filed on EDGAR.

The Annual General Meeting of Shareholders webcast and corporate presentation are available on NOVAGOLD’s website under Annual Meeting Materials and Presentations.

NOVAGOLD Contacts:

Mélanie Hennessey
Vice President, Corporate Communications

Frank Gagnon
Manager, Investor Relations

604-669-6227 or 1-866-669-6227
[email protected]
www.novagold.com


Risks

  • Shareholder dissent remains notable in advisory executive compensation vote, with over 27% voting against, indicating possible concerns on pay practices.
  • Dependence on shareholder approval for future governance and compensation changes could impact corporate strategy execution.
  • Market sensitivity to governance and management oversight in the mining sector may affect investor sentiment in volatile commodity price environments.

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