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EX-99.1 - EXHIBIT 99.1 - NOVAGOLD RESOURCES INCexh99_1.htm
 

 
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, 2015 (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)
 
Suite 720, 789 West Pender Street, Vancouver, British Columbia, Canada V6C 1H2
(Address of principal executive offices) (Zip Code)
 
 
(604) 669-6227
(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))
 
 


 
 

 
 
Item 5.07 Submission of Matters to a Vote of Security Holders
 
On May 14, 2015, NOVAGOLD RESOURCES INC. (the “Company”) held its 2015 Annual General Meeting of Shareholders (the “Annual Meeting”) at The Metropolitan Hotel 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 24, 2015:
 
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/Abstain
Broker Non-Votes
Sharon Dowdall
205,593,376
3,799,185
60,617,274
Dr. Marc Faber
202,647,638
6,744,924
60,617,273
Dr. Thomas Kaplan
207,491,727
1,900,835
60,617,273
Gregory Lang
207,852,789
1,539,773
60,617,273
Gillyeard Leathley
184,965,109
24,427,453
60,617,273
Igor Levental
201,830,991
7,561,571
60,617,273
Kalidas Madhavpeddi
204,452,656
4,939,905
60,617,274
Gerald McConnell
191,880,649
17,511,913
60,617,273
Clynton Nauman
208,465,295
927,267
60,617,273
Rick Van Nieuwenhuyse
174,199,882
35,192,680
60,617,273
Anthony Walsh
205,501,809
3,890,753
60,617,273
 
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 Board of Directors to fix their remuneration:
 
Votes For
Withheld/Abstain
Broker Non-Votes
268,233,570
1,750,340
0
 
Proposal 3:
 
The Company’s shareholders approved a non-binding resolution approving the compensation of the Company’s “Named Executive Officers”:
 
Votes For
Votes Against
Withheld/Abstain
Broker Non-Votes
187,942,611
20,679,079
744,945
60,617,275
 

 
 

 
 
Item 7.01 Regulation FD Disclosure
 
On May 19, 2015, 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
Press release, dated May 19, 2015 issued by NOVAGOLD RESOURCES INC. relating to
voting results from annual shareholder meeting

 

 
 


 
 
 
 

 
 

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 19, 2015
NOVAGOLD RESOURCES INC.
     
 
By:
/s/ David A. Ottewell                                                                                                     
   
David A. Ottewell
   
Vice President and Chief Financial Officer

 

 
 


 
 


 
 

 

EXHIBIT INDEX

Exhibit Number
Description
Press release, dated May 19, 2015 issued by NOVAGOLD RESOURCES INC. relating to
voting results from annual shareholder meeting