NovaGold Resources (NG) Proxy filing summary

Executive summary

• Proposed all-share acquisition of the remaining 40% interest in Donlin Gold would give the new U.S.-domiciled parent 100% ownership, with projected gains in strategic flexibility, efficiency, and access to capital.

• The Board unanimously recommends FOR all resolutions at the November 3, 2026 special meeting; proxy voting deadline was October 30, 2026, at 10:00 a.m. Vancouver time.

Voting matters and shareholder proposals

• Resolutions 2 and 3 seek approval of a 2026 Omnibus Incentive Plan and Employee Stock Purchase Plan; both are conditional on completion of the transactions and have no effect if they do not close.

• Resolution 4 covers a non-qualified employee share purchase plan using employee and company matching contributions to buy shares on the open market.

• The Board and Compensation Committee dispute ISS’s AGAINST recommendations on Resolutions 2 and 3, arguing its dilution model assumes full use of future reserve increases and omits plan safeguards and actual equity practices.

Board of directors and corporate governance

• Proposed Equity Plan safeguards include fair-market-value minimums for options and stock appreciation rights, a 10-year maximum option term, anti-repricing terms, shareholder approval for material amendments, and Committee discretion over awards.

• Change-in-control awards would be assumed or substituted rather than automatically cashed out under a single-trigger provision; the Board retains oversight of future ESPP reserve increases.