Novagold Resources Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 14, 2026, NOVAGOLD RESOURCES INC. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format. The information set forth below under Item 5.07 regarding the approval of the amendment to the Company’s Stock Award Plan, and the approval of the unallocated entitlements under the Company’s Stock Award Plan, Performance Share Unit Plan and Deferred 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 25, 2026. 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, 2026, the Company held its Annual Meeting in a virtual format. 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 25, 2026:
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 | 270,754,327 | 25,284,174 | 30,675,165 |
| Ali Erfan | 293,934,428 | 2,104,073 | 30,675,165 |
| Dr. Thomas Kaplan | 287,599,587 | 8,438,914 | 30,675,165 |
| Hume Kyle | 292,361,355 | 3,677,146 | 30,675,165 |
| Gregory Lang | 294,213,852 | 1,824,649 | 30,675,165 |
| Kalidas Madhavpeddi | 262,931,112 | 33,107,389 | 30,675,165 |
| Kevin McArthur | 294,672,498 | 1,366,003 | 30,675,165 |
| Daniel Muñiz Quintanilla | 270,538,731 | 25,499,770 | 30,675,165 |
| Ethan Schutt | 287,980,445 | 8,058,056 | 30,675,165 |
| Dawn Whittaker | 288,601,466 | 7,437,035 | 30,675,165 |
Proposal 2:
The Company’s shareholders appointed 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 |
| 317,132,167 | 9,581,499 | 0 |
Proposal 3:
The Company’s shareholders approved the Amendment to the Company’s Stock Award Plan and the unallocated entitlements thereunder:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 255,153,946 | 40,312,819 | 571,736 | 30,675,165 |
Proposal 4:
The Company’s shareholders approved all unallocated entitlements under the Company’s Performance Share Unit Plan:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
| 264,889,270 | 30,721,918 | 427,313 | 30,675,165 |
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 |
| 268,987,469 | 26,642,843 | 408,189 | 30,675,165 |
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 |
| 214,048,542 | 81,376,553 | 613,406 | 30,675,165 |
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 |
| 294,438,533 | 374,890 | 597,803 | 627,275 | 30,675,165 |
The Company will include a shareholder vote on the compensation of the Company’s “Named Executive Officers” in its proxy materials every year until the next required vote on the frequency of shareholder votes on the compensation of the Company’s “Named Executive Officers.”
Item 7.01 Regulation FD Disclosure
On May 19, 2026, 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 19, 2026, 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 19, 2026 | NOVAGOLD RESOURCES INC. | |
| By: | /s/ Peter Adamek | |
| Peter Adamek | ||
| Vice President and Chief Financial Officer | ||