ng8k.htm
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)
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British Columbia
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001-31913
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N/A
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification)
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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:
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Name
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Votes For
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Withheld/Abstain
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Broker Non-Votes
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Sharon Dowdall
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205,593,376
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3,799,185
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60,617,274
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Dr. Marc Faber
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202,647,638
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6,744,924
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60,617,273
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Dr. Thomas Kaplan
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207,491,727
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1,900,835
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60,617,273
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Gregory Lang
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207,852,789
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1,539,773
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60,617,273
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Gillyeard Leathley
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184,965,109
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24,427,453
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60,617,273
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Igor Levental
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201,830,991
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7,561,571
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60,617,273
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Kalidas Madhavpeddi
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204,452,656
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4,939,905
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60,617,274
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Gerald McConnell
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191,880,649
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17,511,913
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60,617,273
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Clynton Nauman
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208,465,295
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927,267
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60,617,273
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Rick Van Nieuwenhuyse
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174,199,882
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35,192,680
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60,617,273
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Anthony Walsh
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205,501,809
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3,890,753
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60,617,273
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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:
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Votes For
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Withheld/Abstain
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Broker Non-Votes
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268,233,570
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1,750,340
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0
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Proposal 3:
The Company’s shareholders approved a non-binding resolution approving the compensation of the Company’s “Named Executive Officers”:
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Votes For
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Votes Against
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Withheld/Abstain
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Broker Non-Votes
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187,942,611
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20,679,079
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744,945
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60,617,275
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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
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Exhibit Number
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Description
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Press release, dated May 19, 2015 issued by NOVAGOLD RESOURCES INC. relating to
voting results from annual shareholder meeting
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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.
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Dated: May 19, 2015
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NOVAGOLD RESOURCES INC.
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By:
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/s/ David A. Ottewell
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David A. Ottewell
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Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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Press release, dated May 19, 2015 issued by NOVAGOLD RESOURCES INC. relating to
voting results from annual shareholder meeting
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