NovaGold Resources (NG) Proxy Filing summary

Executive summary

• Annual general meeting scheduled for May 15, 2025, with virtual participation to enhance accessibility and reduce carbon footprint.

• Shareholders will vote on director elections, auditor appointment, and a non-binding advisory vote on executive compensation.

• Board recommends voting in favor of all proposals; no other matters are expected at the meeting.

• Shareholder engagement remains a priority, with outreach to holders of approximately 84% of shares in 2024.

Voting matters and shareholder proposals

• Proposals include election of ten directors, appointment of PricewaterhouseCoopers LLP as auditor, and advisory approval of executive compensation.

• Majority voting policy in place for director elections; directors must tender resignation if withheld votes exceed votes for.

• Shareholder proposals for the 2026 meeting must be submitted by November 24, 2025, following SEC and BCBCA rules.

Board of directors and corporate governance

• Board consists of ten members, eight of whom are independent; three are women, representing 30% of the board.

• Separate Chairman and CEO roles; independent Lead Director appointed.

• All directors stand for annual election; share ownership guidelines require directors to hold at least $128,400 in company stock within five years.

• Board committees: Audit, Compensation, Corporate Governance and Nominations, Engineering and Technical, and Sustainability.

• Board and committees conduct regular self-assessments and reviews of effectiveness.