UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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NOVAGOLD RESOURCES INC.
(Name of Registrant as Specified In Its Charter)
___________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 14, 2015.
Meeting Information
Meeting Type: Annual Meeting
For holders as of: March 20, 2015
Date: May 14, 2015 Time: 3:00 PM (Pacific Daylight Time)
Location: The Metropolitan Hotel
645 Howe Street
Vancouver, British Columbia
V6C 2Y9, Canada
You are receiving this communication because you hold shares in the company named above.
This communication presents only an overview of the more complete proxy materials that are available to you
on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy
(see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
M90295-TBD
*** Exercise Your Right to Vote ***
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: ANNUAL REPORT PROXY STATEMENT NI CARD
How to View Online:
Have the information that is printed in the box marked by the arrow ( located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 30, 2015 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting Methods
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
Vote ByTelephone: To vote now by telephone, call 1-800-454-8683. Please refer to the proposals and follow the instructions.
Vote By Mail: Mark, sign and date your voting form and return it in the postage-paid envelope we have provided or return it to Vote processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
M90296-TBD
Voting Items
For
For Withhold
The Board of Directors recommends you vote
FOR the following proposals:
1. Election of Directors
Nominees:
1a. Sharon Dowdall
1b. Dr. Marc Faber
1c. Dr. Thomas Kaplan
1d. Gregory Lang
1e. Gillyeard Leathley
1f. Igor Levental
1g. Kalidas Madhavpeddi
1h. Gerald McConnell
1i. Clynton Nauman
1j. Rick Van Nieuwenhuyse
1k. Anthony Walsh
2. Appointment of Auditors
Appointment of PricewaterhouseCoopers LLP as the Auditors of the Company for the fiscal year ending November 30, 2015, and authorizing the Directors to fix their remuneration. See disclosure under the heading "Appointment of Auditors" as set out in the Company's Management
Information Circular dated March 24, 2015.
3. Approval of Non-Binding Advisory Vote on
Executive Compensation
To approve a non-binding resolution approving the compensation of the Company's Named Executive Officers. See disclosure under the heading "Additional Matters to be Acted Upon" as set out in the Company's Management Information Circular dated March 24, 2015. NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
For Against Abstain
Withhold
M90297-TBD
Non-Voting Items
Please "X" here only if you plan to attend the meeting and vote THESE shares in person
Voting Instructions Signature 1 - (Please sign on line) Signature 2 - (Joint Owners) Date - (Please print date)
M90298-TBD