NOVAGOLD Resources Inc. filed Definitive Additional Materials (DEFA14A) on October 27, 2026, transmitting an email and accompanying Compensation Committee letter sent to select shareholders urging support for equity plan resolutions at the November 3, 2026 Special Meeting of Shareholders.

Key Highlights

  • Board unanimous recommendation: NOVAGOLD's Board unanimously recommends shareholders vote FOR all proposed resolutions at the November 3, 2026 Special Meeting.
  • ISS opposition to two resolutions: Institutional Shareholder Services Inc. recommended AGAINST Resolution 2 (the 2026 Omnibus Incentive Plan) and Resolution 3 (the New NOVAGOLD Employee Stock Purchase Plan), though ISS recommended FOR the arrangement resolution and other resolutions.
  • Donlin Gold consolidation context: The proposed plans are connected to a transaction under which NOVAGOLD would acquire the remaining 40% interest in the Donlin Gold project in an all-share transaction, with the new parent company to be a U.S.-domiciled entity called NovaGold Corporation.
  • Evergreen cap details: Annual increases to the Equity Plan reserve are capped at the lesser of 3% of shares outstanding at end of the prior year or a lower amount set by the Compensation Committee; ESPP annual increases are capped at the lesser of 1% of shares outstanding or a lower amount, with no increases permitted after ten years under either plan.
  • Proxy deadline: Shareholders are encouraged to submit proxies or voting instructions by Friday, October 30, 2026 at 10:00 am Vancouver time.
  • Plans conditioned on closing: According to the filing, both proposals "are conditioned on completion of the transactions and will have no effect if the transactions do not close."

NOVAGOLD Board Disputes ISS Analysis of Equity and ESPP Resolutions

According to the filing, NOVAGOLD's Board and Compensation Committee sent a letter to select shareholders on October 27, 2026, in advance of the November 3, 2026 Special Meeting of Shareholders, directly addressing ISS recommendations against Resolution 2 and Resolution 3. The Board stated it "carefully reviewed the ISS recommendations and respectfully disagrees with the recommendations regarding the Equity Plan and the ESPP," characterizing ISS's dilution model as "mechanically applied" and "hypothetical" because it "assumes every potential evergreen share is issued."

The filing describes the proposed plans as being adopted in connection with the consolidation of Donlin Gold under a new U.S.-domiciled parent, NovaGold Corporation. The company disclosed that following closing, no further awards would be granted under the existing Option Plan, PSU Plan, and DSU Plan, with the new plans replacing rather than supplementing those existing programs. The filing states that Donlin Gold is "projected to be America's largest single gold mine," though this characterization is attributed to the company's own disclosures. The Board noted that ISS itself "supports the transactions and recommends FOR the arrangement resolution, acknowledging its sound strategic rationale and expected per-share accretion."

On governance, the filing outlines several safeguards within the Equity Plan, including that stock options and stock appreciation rights may not be granted below fair market value, options carry a maximum ten-year term, repricing protections are included, and material plan amendments require shareholder approval. The filing also notes the Company "voluntarily reduced reserve caps under its existing plans earlier this year." The Compensation Committee chair signed the letter and indicated availability to meet with shareholders who have questions or concerns.

What Was Disclosed

NOVAGOLD filed Definitive Additional Materials consisting of a shareholder letter from the Compensation Committee Chair, countering ISS recommendations against two equity plan resolutions and urging FOR votes on all resolutions at the November 3, 2026 Special Meeting of Shareholders.