NovaGold Resources (NG) Proxy filing summary

Executive summary

• Annual general meeting scheduled for May 14, 2026, to be held virtually, with record date set as March 18, 2026.

• Key agenda items include director elections, auditor appointment, amendments to equity plans, and advisory votes on executive compensation.

• Shareholder engagement emphasized, with extensive outreach to major shareholders and proactive communication channels.

• Major 2025 transaction: acquisition of Barrick's 50% interest in Donlin Gold LLC, increasing ownership to 60%.

Voting matters and shareholder proposals

• Proposals include election of ten directors, appointment of PricewaterhouseCoopers LLP as auditor, approval of amendments and unallocated entitlements under Stock Award, PSU, and DSU plans, advisory say-on-pay, and vote on frequency of say-on-pay.

• Board recommends voting FOR all proposals and annual frequency for say-on-pay.

• Shareholders may submit proposals for the 2027 meeting by November 23, 2026, following SEC and BCBCA rules.

Board of directors and corporate governance

• Board consists of ten members, seven of whom are independent; two women serve on the board.

• Chairman and CEO roles are separated; independent Lead Director appointed.

• All directors stand for annual election; majority voting policy in place.

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

• Share ownership guidelines for directors and executives; hedging and pledging of shares prohibited.

• Board diversity and skills matrix disclosed; ongoing board self-assessment and renewal.