novagold8k.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: June 5, 2014 (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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The information set forth below under Item 5.07 regarding the approval of the Amendment and Restatement of the Company’s Stock Award Plan, the Amendment and Restatement of the Company’s Performance Share Unit Plan, and  the Amendment and Restatement of the Company’s 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 (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2014. These summaries are incorporated herein by reference to the Proxy Statement and qualified in its entirety by reference to the full text of the Plans and related form of agreements, copies of which are attached as appendices to the Proxy Statement.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.
 
On June 5, 2014, NOVAGOLD RESOURCES INC. (the “Company”) held its 2014 Annual and Special 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 April 11, 2014 (the “2014 Proxy Statement”):
 
Proposal 1:
 
The Company’s shareholders elected the following directors to hold office until the 2015 Annual Meeting:
 
Name
Votes For
Withheld/Abstain
Broker Non-Votes
Sharon Dowdall
184,451,829
1,151,774
70,740,996
Dr. Marc Faber
184,272,679
1,330,924
70,740,996
Dr. Thomas Kaplan
183,155,168
2,448,435
70,740,996
Gregory Lang
184,088,298
1,515,305
70,740,996
Gillyeard Leathley
178,920,626
6,682,977
70,740,996
Igor Levental
184,251,487
1,352,116
70,740,996
Kalidas Madhavpeddi
184,273,254
1,330,349
70,740,996
Gerald McConnell
174,088,413
11,515,189
70,740,997
Clynton Nauman
184,310,003
1,293,600
70,740,996
Rick Van Nieuwenhuyse
170,452,779
15,150,823
70,740,997
Anthony Walsh
180,226,510
5,377,093
70,740,996
 
Proposal 2:
 
The Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as Auditors of the Company for the ensuing year and authorized the Company’s Board of Directors (the “Directors”) to fix their remuneration, as set forth below:
 
Votes For
Withheld/Abstain
Broker Non-Votes
253,937,116
2,147,945
256,564
 
 
 
 

 
Proposal 3:
 
The Company’s shareholders approved the Amendment and Restatement of the Company’s Stock Award Plan, and approved all unallocated entitlements under the Stock Award Plan, as set forth below:
 
Votes For
Votes Against
Broker Non-Votes
170,223,272
15,357,380
70,763,947
 
Proposal 4:
 
The Company’s shareholders approved the Amendment and Restatement of the Company’s Performance Share Unit Plan, and approved all unallocated entitlements under the Performance Share Unit Plan, as set forth below:
 
Votes For
Votes Against
Broker Non-Votes
172,330,686
13,252,170
70,761,743
 
Proposal 5:
 
The Company’s shareholders approved the Amendment and Restatement of the Company’s Deferred Share Unit Plan, approved all unallocated entitlements under the Deferred Share Unit Plan, and ratified all prior issuances of Deferred Share Units under the Deferred Share Unit Plan, as set forth below:
 
Votes For
Votes Against
Broker Non-Votes
181,054,749
4,512,919
70,773,957
 
Proposal 6:
 
The Company’s shareholders voted to approve a non-binding resolution approving the compensation of the Company’s Named Executive Officers as set forth below:
 
Votes For
Votes Against
Broker Non-Votes
177,200,537
8,363,732
70,777,356
 
Proposal 7:
 
The Company’s shareholders voted to approve a non-binding resolution on the frequency of holding a non-binding vote on the compensation of the Company’s Named Executive Officers on an annual basis, as set forth below:
 
1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
180,025,067
699,951
3,890,124
985,486
70,740,997
 
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 9.01       Financial Statements and Exhibits
 
(d) Exhibits
 
The following Exhibits relating to item 5.07 are intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
 
Exhibit Number
Description
Press release, dated June 11, 2014 issued by NOVAGOLD RESOURCES INC. relating to voting results from annual shareholders 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: June 11, 2014
NOVAGOLD RESOURCES INC.
     
 
By:
/s/ David Ottewell                                                                                                       
   
David Ottewell
   
Vice President and Chief Financial Officer


 
 
 
 

 
 
 

 
EXHIBIT INDEX

Exhibit Number
Description
Press release, dated June 11, 2014 issued by NOVAGOLD RESOURCES INC. relating to voting results from annual shareholders meeting