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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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CORPORATE OFFICE
Suite 720 – 789 West Pender Street
Vancouver, British Columbia
Canada V6C 1H2
Tel: 604-669-6227 or 866-669-6227
Fax: 604-669-6272
|
MANAGEMENT OFFICE
201 South Main Street, Suite 400
Salt Lake City, Utah
USA 84111
Tel: 801-639-0511
Fax: 801-649-0509
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Website: www.novagold.com
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|
·
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Diversity Policy – consistent with the objective of ensuring gender diversity, the Board considered and integrated into the terms of reference for the Corporate Governance and Nominations Committee a requirement that for every open Board position at least one-half of the candidates recommended by the Committee for consideration by the Board shall be female. See the discussion at Board Diversity and Tenure, page 61 of the Circular.
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|
·
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Insider Trading Policy – the Board adopted an Insider Trading Policy applicable to all Directors and employees which prohibits Directors and employees from trading in the Company’s securities during blackout periods and while in possession of material, non-public information about the Company. See the discussion at Insider Trading Policy, page 63 of the Circular.
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·
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Board Assessment Process – the Board, with the assistance of outside counsel, assessed the organization, management, and function of the Board. After review of the assessment results and thorough discussion, the Directors uniformly and strongly expressed their confidence in the composition, organization, operation, and effectiveness of the Board. See the discussion at Assessments, page 64 of the Circular.
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·
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Equity Plan Approvals – reflecting the company’s desire to preserve capital and tie executive compensation to long-term shareholder interests, the Board proposed and the shareholders at last year’s annual meeting approved the amendment and restatement of the Company's Stock Award Plan (170,223,272 or 91.72% For and 15,357,380 or 8.28% Against), Performance Share Unit Plan (172,330,686 or 92.86% For and 13,252,170 or 7.14% Against), and Deferred Share Unit Plan (181,054,749 or 97.57% For and 4,512,919 or 2.43% Against). The Company’s compensation program is described in the Compensation Discussion & Analysis that begins on page 26 of the Circular.
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·
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Safety continues to be a top priority – and we are pleased that no lost time incidents occurred at any location during 2014.
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·
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Donlin Gold NEPA and Alaska permitting processes advanced as planned.
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·
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The Surface Use Agreement with The Kuskokwim Corporation for the Donlin Gold project was extended to cover the life of the mine.
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·
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Galore Creek mine plan studies were advanced, adding value to our interest in that asset.
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·
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A unique collaborative agreement between the Company and the National Fish and Wildlife Foundation (“NFWF”), benefitting the Yukon-Kuskokwim Region of Alaska where Donlin Gold is located, was announced.
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·
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NOVAGOLD and its project operators continued their commitments to earn and sustain the Company’s social license in the communities in which we operate.
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·
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Through careful management of the funds invested with the Company, cash expenditures in 2014 were 14% under budget at $25.9 million (budget $30 million) and the Company ended the fiscal year with $165.3 million in cash and term deposits. The Company has sufficient working capital to repay the remaining $15.8 million of outstanding convertible notes due in May 2015, advance the Donlin Gold project through permitting and toward a record of decision, as well as to fund technical studies at Galore Creek.
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·
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Issuance of Donlin Gold draft EIS and commencement of public hearings and continuing to advance the Donlin Gold project toward a construction decision.
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·
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Introduction of additional NOVAGOLD/NFWF projects in the Yukon-Kuskokwim Region as we continue the Company’s commitment to uphold strong relationships with all stakeholders.
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·
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Continue efficient advancement of the Galore Creek project until NOVAGOLD’s interest can be sold at a price that makes sense for the Company and its shareholders.
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·
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Evaluate opportunities to monetize the value of Galore Creek.
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·
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Manage our financial resources judiciously to maintain a healthy balance sheet.
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1.
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To receive the Annual Report of the Directors of the Company (the “Directors”) containing the consolidated financial statements of the Company for the year ended November 30, 2014, together with the Report of the Auditors thereon;
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2.
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To elect Directors of the Company for the forthcoming year;
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3.
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To appoint the Auditors of the Company for the forthcoming year and to authorize the Directors through the Audit Committee to fix the Auditors’ remuneration;
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4.
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To consider and, if deemed advisable, pass a non-binding resolution approving the compensation of the Company’s Named Executive Officers; and
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5.
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To transact such further and other business as may properly come before the Meeting or any adjournment thereof.
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·
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by delivering the proxy to the Company’s transfer agent, Computershare Investor Services Inc., at its office at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, for receipt no later than May 12, 2015, at 6:00 p.m. Eastern time, (3:00 p.m. Pacific time);
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·
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by fax to the Toronto office of Computershare Investor Services Inc., Attention: Proxy Tabulation at 416-263-9524 or 1-866-249-7775 not later than May 12, 2015 at 6:00 p.m. Eastern time, (3:00 p.m. Pacific time); or
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BY ORDER OF THE BOARD OF DIRECTORS | |
/s/ Gregory A. Lang | |
Gregory A. Lang, President and Chief Executive Officer |
MANAGEMENT INFORMATION CIRCULAR
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1
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INFORMATION REGARDING ORGANIZATION AND CONDUCT OF MEETING
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1
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Solicitation of Proxies
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1
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How to Vote
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2
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Exercise of Proxies
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3
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Revocation of Proxies
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4
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Voting Shares and Principal Holders Thereof
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4
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MATTERS TO BE ACTED UPON AT MEETING
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4
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Election of Directors
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4
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Appointment of Auditors
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7
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Report on Audited Financial Statements
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8
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Additional Matters to be Acted Upon
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8
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INFORMATION CONCERNING THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
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9
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
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23
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INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON
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26
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COMPENSATION DISCUSSION & ANALYSIS
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26
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Overview
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26
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Compensation Governance
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27
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Risk Assessment of Compensation Policies and Practices
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28
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Statement of Executive Compensation
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29
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Executive Compensation Philosophy
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30
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Executive Compensation Objectives and Elements
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30
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Annual Compensation Decision-Making Process
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32
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Base Salary
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33
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Annual Incentive Plan
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35
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Stock-Based Incentive Plans (Long-Term Incentives)
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38
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Executive Share Ownership
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43
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Transition to Current Executive Team – 2012 An Anomaly in Executive Compensation
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44
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Summary Compensation Table and Company Performance Graph
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45
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Executive Employment Agreements
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46
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Termination of Employment or Change of Control – Double Trigger
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48
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Advisory Vote on Executive Compensation
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49
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DIRECTOR COMPENSATION
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49
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Director Compensation Table
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50
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DSU Plan for Directors
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51
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Directors’ Share Ownership
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52
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Incentive Plan Awards
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53
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Value Vested or Earned During the Year
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54
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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
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55
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Equity Compensation Plan Information
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55
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INDEBTEDNESS OF DIRECTORS AND OFFICERS
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56
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INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS
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57
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STATEMENT OF CORPORATE GOVERNANCE PRACTICES
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57
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Board of Directors
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57
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OTHER BUSINESS
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65
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ADDITIONAL INFORMATION
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65
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OTHER MATERIAL FACTS
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65
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SHAREHOLDER PROPOSALS
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66
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(a)
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by delivering the proxy to the Toronto office of the Company’s transfer agent, Computershare, at its office at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1, for receipt not later than May 12, 2015 at 6:00 p.m. Eastern time (3:00 p.m. Pacific time);
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|
(b)
|
by fax to the Toronto office of Computershare, Attention: Proxy Tabulation at 416-263-9524 or 1-866-249-7775 not later than May 12, 2015 at 6:00 p.m. Eastern time (3:00 p.m. Pacific time); or
|
Name of Shareholder
|
Number of Voting Securities
|
Percentage of Outstanding Voting Securities
|
Electrum Strategic
Resources LP
(“Electrum”)(1)
|
84,569,479
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26.6%
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Paulson & Co. Inc.
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35,616,357
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11.2%
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The Baupost Group, LLC
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21,688,300
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6.8%
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Van Eck Associates
Corporation
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17,734,418
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5.5%
|
(1)
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Dr. Thomas Kaplan, Chairman of the Board, is also Chairman and Chief Investment Officer of The Electrum Group LLC (“The Electrum Group”), a privately-held global natural resources investment management company which manages the portfolio of Electrum. Includes 5,000,000 Common Shares held by an affiliate of Electrum.
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Name, Province or State
and Country of
Residence
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Age
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Independence
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Principal Occupation
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Director
Since
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2014
AGM
Votes in
Favor(9) (%)
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Meets Share
Ownership
Guidelines(4)
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Sharon Dowdall(1)(2)
Ontario, Canada
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62
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Independent
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Corporate Director,
Consultant
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2012
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99.38
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No
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Dr. Marc Faber(6)
Chiang Mai, Thailand
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69
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Independent
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Managing Director of
Marc Faber Ltd.
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2010
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99.28
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No
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Dr. Thomas Kaplan(5)
New York, USA
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52
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Non- Independent
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Chairman and Chief
Investment Officer of
The Electrum Group
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2011
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98.68
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Yes
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Gregory Lang(3)(7)
Utah, USA
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60
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Non- Independent
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President and Chief
Executive Officer of
NOVAGOLD
RESOURCES INC.
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2012
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99.18
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No(8)
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Gillyeard Leathley(3)
British Columbia, Canada
|
77
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Non- Independent
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Chief Operating
Officer of Sunward
Resources Ltd.
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2011
|
96.40
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Yes
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Igor Levental(6)(7)
Colorado, USA
|
59
|
Independent
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President of The
Electrum Group
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2010
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99.27
|
Yes
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Kalidas Madhavpeddi(1)(2)
Arizona, USA
|
59
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Independent
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President of Azteca
Consulting LLC and
overseas Chief
Executive Officer of
China Molybdenum
Co. Ltd.
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2007
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99.28
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Yes
|
Gerald McConnell(2)(6)(7)
Nova Scotia, Canada
|
70
|
Independent
|
Chief Executive
Officer of Namibia
Rare Earths Inc.
|
1984
|
93.80
|
Yes
|
Clynton Nauman(1)(3)
Washington, USA
|
67
|
Independent
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President and Chief
Executive Officer of
Alexco Resource Corp.
|
1999
|
99.30
|
Yes
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Rick Van Nieuwenhuyse(7)
British Columbia, Canada
|
59
|
Independent(10)
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President and Chief
Executive Officer of
NovaCopper Inc.
|
1999
|
91.84
|
Yes
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Anthony Walsh(1)(2)
British Columbia, Canada
|
63
|
Independent
|
Corporate Director,
Businessman
|
2012
|
97.10
|
No
|
(1) | Member of the Audit Committee. |
(2) | Member of the Compensation Committee. |
(3) | Member of the Environment, Health, Safety and Sustainability (“EHSS”) and Technical Committee. |
(4)
|
Based on share ownership as of November 30, 2014. The Board adopted a policy requiring each Director to maintain a minimum holding of Common Shares and/or DSUs equal to C$50,000. See “Directors' Share Ownership" for details on the number of securities beneficially owned, or controlled or directed, directly or indirectly, by each proposed Director.
|
(5) | Chairman of the Board. |
(6) | Member of the Corporate Governance and Nominations Committee. |
(7) | Member of the Corporate Communications Committee. |
(8) |
Mr. Lang has met 45% of his share ownership requirements as President and Chief Executive Officer as of November 30, 2014. See “Executive Share Ownership” for details on share ownership guidelines for Executive Officers.
|
(9) |
See NOVAGOLD’s news release and Report of Voting Results filed on SEDAR June 11, 2014.
|
(10) |
Mr. Van Nieuwenhuyse will no longer be deemed to be non-independent as of April 30, 2015. As of that date three years will have passed since he was employed by the Company or any of its subsidiaries.
|
Year Ended November 30
|
||
2014
|
2013
|
|
Audit Fees (1)
|
C$ 439,000
|
C$ 426,000
|
Audit Related Fees (2)
|
17,000
|
12,000
|
Tax Fees (3)
|
Nil
|
Nil
|
All Other Fees (4)
|
6,000
|
Nil
|
Total
|
C$ 462,000
|
C$ 438,000
|
(1)
|
“Audit Fees” are the aggregate fees billed by PwC for the audit of the Company’s consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.
|
(2)
|
“Audit-Related Fees” are fees charged by PwC for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees.” This category comprises fees billed for review and advisory services associated with the Company’s financial reporting.
|
(3)
|
“Tax Fees” are fees billed by PwC for tax compliance, tax advice and tax planning.
|
(4)
|
“All Other Fees” are fees charged by PwC for services not described above. The fees billed by PwC in this category in 2014 were for software licensing.
|
Audit Committee of the Board | |
Anthony Walsh, Chair | |
Sharon Dowdall | |
Kalidas Madhavpeddi | |
Clynton Nauman |
Name and Municipality of Residence
|
Position and Office Held
|
Director/Officer
Since
|
Age
|
Sharon Dowdall(2)(3)
Ontario, Canada
|
Director
|
April 16, 2012
|
62
|
Dr. Marc Faber(5)
Chiang Mai, Thailand
|
Director
|
July 5, 2010
|
69
|
Dr. Thomas Kaplan(1)
New York, USA
|
Chairman
|
November 15, 2011
|
52
|
Gregory Lang(4)(6)
Utah, USA
|
Director / President and CEO
|
April 16, 2012 / January 9, 2012
|
60
|
Gillyeard Leathley(4)
British Columbia, Canada
|
Director
|
November 15, 2011
|
77
|
Igor Levental(5)(6)
Colorado, USA
|
Director
|
July 5, 2010
|
59
|
Kalidas Madhavpeddi(2)(3)
Arizona, USA
|
Director
|
2007
|
59
|
Gerald McConnell(5)(6)
Nova Scotia, Canada
|
Lead Director
|
1984
|
70
|
Clynton Nauman (2)(4)
Washington, USA
|
Director
|
1999
|
66
|
Rick Van Nieuwenhuyse(6)
British Columbia, Canada
|
Director
|
1999
|
59
|
Anthony Walsh (2)(3)
British Columbia, Canada
|
Director
|
March 19, 2012
|
63
|
David Deisley
Utah, USA
|
Executive Vice President,
General Counsel and
Corporate Secretary
|
November 1, 2012
|
58
|
David Ottewell
Utah, USA
|
Vice President and CFO
|
November 13, 2012
|
54
|
(1)
|
Chairman of the Board .
|
(2)
|
Member of the Audit Committee.
|
(3)
|
Member of the Compensation Committee.
|
(4)
|
Member of the EHSS and Technical Committee.
|
(5)
|
Member of the Corporate Governance and Nominations Committee.
|
(6)
|
Member of the Corporate Communications Committee.
|
Sharon Dowdall
|
||||||
Ms. Dowdall, a Director of the Company, has a 30-year career in the mining industry. Ms. Dowdall served in senior legal capacities for Franco-Nevada Corporation (“Franco-Nevada”), a major gold-focused royalty company, and Newmont Mining Company, one of the world’s largest gold producers. During her 20-year tenure with Franco-Nevada, Ms. Dowdall served in various capacities, including Chief Legal Officer and Corporate Secretary and Vice President, Special Projects. Ms. Dowdall was one of the principals who transformed Franco-Nevada from an industry pioneer into one of the most successful precious metals enterprises in the world. Prior to joining Franco-Nevada, she practiced law as a partner with Smith Lyons in Toronto, a major Canadian legal firm specializing in natural resources. Ms. Dowdall is the recipient of the 2011 Canadian General Counsel Award for Business Achievement. She currently serves on the boards of several Canadian exploration and development companies. Ms. Dowdall holds an Honours B.A. in Economics from the University of Calgary and an LLB, from Osgoode Hall Law School at York University. The Board has determined that Ms. Dowdall should serve as a Director due to her significant experience: 1) as a natural resources lawyer, 2) moving a precious-metals mining company from the development stage to the successful producer stage, and 3) working in a senior executive position at large international mining company.
Ms. Dowdall joined the Board on April 16, 2012.
During the past five years, Ms. Dowdall was employed with Franco-Nevada as Chief Legal Officer and Corporate Secretary (December 2007-May 2010), and as Vice President, Special Projects (May 2010-December 2011). She currently consults for Franco-Nevada. During the most recent five years Ms. Dowdall has served, and continues to serve, on the boards of Olivut Resources Ltd and Foran Resources Ltd.
Areas of expertise include: legal, corporate governance, finance, investment, valuation, securities, human resources, corporate strategy, corporate leadership and mining industry.
|
||||||
Board / Committee Membership
|
Overall
Attendance
100%
|
Securities Held
|
||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
Value of
Securities Held
as of 11/30/2014
C$
|
Total
C$
|
% Met
|
|
Board
Audit
Compensation
|
5/5
4/4
9/9
|
Nil
|
11,602
|
36,894
|
50,000
|
74%
|
Dr. Marc Faber
|
||||||
Dr. Faber, a Director of the Company, has over 35 years of experience in the finance industry and is the Managing Director of Marc Faber Ltd., an investment advisory and fund management firm. He is an advisor to a number of private investment funds and serves as a director of Ivanplats Limited and Sprott Inc. Dr. Faber publishes a widely read monthly investment newsletter entitled The Gloom, Boom & Doom Report and is the author of several books including Tomorrow’s Gold – Asia’s Age of Discovery. A renowned commentator on global market trends and developments, he is also a regular contributor to several leading financial publications around the world, including Barron’s, where he is a member of the Barron’s Roundtable. Dr. Faber received his PhD in Economics magna cum laude from the University of Zurich. The Board has determined that Dr. Faber should serve as a Director for the Company to benefit from his vast knowledge of economics, global market trends, precious metals and commodities in general.
Dr. Faber’s principal occupation over the last five years is Managing Director of Marc Faber Ltd. During the most recent five years, Dr. Faber has served, and continues to serve, on the boards of Ivanplats Limited and Sprott Inc.
Areas of expertise include: global economics and market dynamics, finance and mining industry.
|
||||||
Board / Committee Membership
|
Overall
Attendance
89%
|
Securities Held
|
||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
Value of
Securities Held
as of 11/30/2014
C$
|
Total
C$
|
% Met
|
|
Board
Corporate Governance
|
5/5
3/4
|
Nil
|
14,940
|
47,509
|
50,000
|
95%
|
Dr. Thomas Kaplan
|
||||||
Dr. Kaplan is Chairman of the Board of the Company as well as NovaCopper Inc. He is also Chairman and Chief Investment Officer of The Electrum Group, a privately-held global natural resources investment management company which manages the portfolio of Electrum, the single largest Shareholder of the Company. Dr. Kaplan is an entrepreneur and investor with a track record of both creating and unlocking shareholder value in public and private companies. Most recently, Dr. Kaplan served as Chairman of Leor Exploration & Production LLC, a natural gas exploration and development company founded by Dr. Kaplan in 2003. In 2007, Leor’s natural gas assets were sold to EnCana Oil & Gas USA Inc., a subsidiary of Encana Corporation, for $2.55 billion. Dr. Kaplan holds Bachelors, Masters and Doctoral Degrees in History from Oxford University. The Board has determined that Dr. Kaplan should serve as the Director and Chairman to gain from his experience as a developer of and investor in mining and oil and gas companies, as well as his significant beneficial ownership in the Company.
Dr. Kaplan’s principal occupation during the last five years has been Chairman and Chief Investment Officer of The Electrum Group. During the most recent five years Dr. Kaplan has served, and continues to serve, on the board of NovaCopper Inc.
Areas of expertise include: finance, mergers and acquisitions, mining industry.
|
||||||
Board / Committee Membership
|
Overall
Attendance
100%
|
Securities Held
|
||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
Value of
Securities Held
as of 11/30/2014
C$
|
Total
C$
|
% Met
|
|
Board
|
5/5
|
Nil(1)
|
25,608
|
81,433
|
50,000
|
100%
|
Gregory Lang
|
|||||||
Mr. Lang is President and Chief Executive Officer of the Company. Mr. Lang has over 35 years of diverse experience in mine operations, project development and evaluations, including time as President of Barrick Gold North America, a wholly-owned subsidiary of Barrick Gold Corporation (“Barrick”). Mr. Lang has held progressively responsible operating and project development positions over his 10-year tenure with Barrick and, prior to that, with Homestake Mining Company and International Corona Corporation, both of which are now part of Barrick. He holds a Bachelor of Science in Mining Engineering from the University of Missouri-Rolla and is a Graduate of the Stanford University Executive Program. The Board has determined that Mr. Lang should continue to serve as a Director to gain his insight as an experienced mine engineer, as well as his expertise in permitting, developing and operating large-scale assets, and as a successful senior executive of other large gold-mining companies.
Mr. Lang joined the Board on April 16, 2012.
During the last five years, Mr. Lang served as the President of Barrick Gold North America until December 2011, and has served as the Company’s President and Chief Executive Officer since January 2012.
During the most recent five years, Mr. Lang has served, and continues to serve, as a director of NovaCopper Inc. and Sunward Resources.
Areas of expertise include: mining operations, mine development and evaluation and corporate leadership.
|
|||||||
Board / Committee Membership
|
Overall
Attendance
91%
|
Securities Held
|
|||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
PSUs
#
|
Value of
Common
Shares Held
as of
11/30/2014
$
|
Total
$
|
% Met
|
|
Board
EHSS & Technical
Corporate Communications
|
5/5
3/4
2/2
|
296,550
|
Nil
|
1,014,000
|
818,478
|
$1,800,000
|
45%(2)
|
(2)
|
Mr. Lang has met 45% of his share ownership requirement as President and Chief Executive Officer as of November 30, 2014. See “Executive Share Ownership” for details on the share ownership guidelines applicable to Mr. Lang. PSUs are not included in determining whether a NEO meets the Share Ownership Guidelines.
|
Gillyeard Leathley
|
||||||
Mr. Leathley joined the Company in January 2010 and served as Senior Vice President and Chief Operating Officer of the Company from November 2010 to November 2012. In February 2013, Mr. Leathley was named Chief Operating Officer of Sunward Resources Ltd. Mr. Leathley was instrumental in advancing the Company's Donlin Gold and Galore Creek projects. He trained as a mine surveyor and industrial engineer with the Scottish National Coal Board, working in coal, bauxite, gold and copper mines. Mr. Leathley has over 25 years of experience overseeing the development of several major operating mines. Additionally, Mr. Leathley has over 55 years of experience working in the mining industry worldwide in positions of increasing responsibility ranging from Engineer to Chief Operating Officer. The Board has determined that Mr. Leathley should serve as a Director to benefit from his substantial international mine engineering experience and from his knowledge of the Company and its projects related to his previous employment as a Company executive.
Mr. Leathley’s principal occupations during the last five years have been Advisor to the CEO of the Company (consultant from April 2009-January 2010, employee from January 2010-November 2010), Senior Vice President and Chief Operating Officer of the Company (November 2010-November 2012), and Chief Operating Officer of Sunward Resources (February 2013-present).
During the most recent five years, Mr. Leathley has served, and continues to serve, as a director of the following companies: Mawson Resources, Tasman Resources and Sunward Resources Limited. Mr. Leathley also served as a director of Golden Peak Resources from October 2001 until February 2012, and as a director of Lariat Resources from April 2003 until August 2014.
Areas of expertise include: mining operations.
|
||||||
Board / Committee Membership
|
Overall
Attendance
100%
|
Securities Held
|
||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
Value of
Securities Held
as of 11/30/2014
C$
|
Total
C$
|
% Met
|
|
Board
EHSS
|
5/5
4/4
|
40,654
|
16,962
|
183,218
|
50,000
|
100%
|
Igor Levental
|
||||||
Mr. Levental, a Director of the Company, is President of The Electrum Group, a privately-held global natural resources investment management company. Affiliates of The Electrum Group are currently the largest Shareholders of the Company. Mr. Levental is a director of Gabriel Resources Ltd., which is engaged in the development of major precious metals deposits in Romania; he is also a director of NovaCopper Inc., a TSX and NYSE Market-listed company involved in the exploration and development of major copper-dominant deposits in Alaska, and Sunward Resources Ltd., a TSX-listed company engaged in the exploration and development of a large porphyry gold-copper project in Colombia. With more than 30 years of experience across a broad cross-section of the international mining industry, Mr. Levental has held senior positions with major mining companies including Homestake Mining Company and International Corona Corporation. Mr. Levental is a Professional Engineer with a BSc in Chemical Engineering and an MBA from the University of Alberta. The Board has determined that Mr. Levental should serve as a Director for the Company to benefit from his 30-plus years of experience as a chemical engineer and executive of large mining companies.
Mr. Levental’s primary occupation during the last five years has been President of The Electrum Group. During the most recent five years, Mr. Levental has served, and continues to serve, as a director of Gabriel Resources Limited, Sunward Resources Limited and NovaCopper Inc. Additionally, Mr. Levental is as a director of Taung Gold International Limited, a Hong Kong Stock Exchange-listed company developing two major mining projects in South Africa.
Areas of expertise include: corporate development, finance, mergers and acquisitions, corporate governance and mining industry.
|
||||||
Board / Committee Membership
|
Overall
Attendance
100%
|
Securities Held
|
||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
Value of
Securities Held
as of 11/30/2014
C$
|
Total
C$
|
% Met
|
|
Board
Corporate Governance
Corporate Communications
|
5/5
4/4
2/2
|
1,000
|
24,723
|
81,799
|
50,000
|
100%
|
Kalidas Madhavpeddi
|
||||||
Mr. Madhavpeddi, a Director of the Company, has over 30 years of international experience in business development, corporate strategy, global mergers and acquisitions, exploration, government relations, marketing, trading and sales, and mining engineering and capital. He is President of Azteca Consulting LLC, an advisory firm to the metals and mining sector. He is also Overseas CEO of China Molybdenum Co. Ltd. His extensive career in the mining industry spans more than 30 years including Phelps Dodge Corporation (“Phelps Dodge”) from 1980 to 2006, starting as a Systems Engineer and ultimately becoming Senior Vice President for Phelps Dodge, a Fortune 500 company, responsible for the company’s global business development, acquisitions and divestments, including joint ventures, as well as its global exploration programs. He was contemporaneously President of Phelps Dodge Wire and Cable, a copper and aluminum cable manufacturer with international operations in over ten countries, including Brazil and China. Mr. Madhavpeddi is an alumnus of the Indian Institute of Technology, Madras, India; the University of Iowa and the Harvard Business School. The Board has determined that Mr. Madhavpeddi should serve as a Director to benefit from his long-term experience in the mining industry working as an executive in global corporate development, exploration, mergers and acquisitions, joint ventures and finance.
Mr. Madhavpeddi has served as the President of Azteca Consulting LLC and the Overseas CEO of China Molybdenum Co. Ltd. as his principal occupations during the last five years. Mr. Madhavpeddi has been a director of Namibia Rare Earths since 2010, a director of Capstone Mining since 2012 and a director of NovaCopper Inc. since 2012.
Areas of expertise include: corporate strategy, mergers and acquisitions, mining operations and capital, marketing and sales.
|
||||||
Board / Committee Membership
|
Overall
Attendance
94%
|
Securities Held
|
||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
Value of
Securities Held
as of 11/30/2014
C$
|
Total
C$
|
% Met
|
|
Board
Audit
Compensation
|
4/5
4/4
9/9
|
20,836
|
16,451
|
118,572
|
50,000
|
100%
|
Gerald McConnell, Q.C.
|
||||||
Mr. McConnell, a Director of the Company, has over 25 years of experience in the resource sector. Mr. McConnell is a director and the Chief Executive Officer of Namibia Rare Earths Inc., a public Canadian company focused on the development of rare earth opportunities in Namibia. From 1990 to 2010, he was President and Chief Executive Officer, as well as a director, of Etruscan Resources Inc., a West African junior gold producer. From December 1984 to January 1998, Mr. McConnell was the President of the Company and from January 1998 to May 1999 he was the Chairman and Chief Executive Officer of the Company. Mr. McConnell is a graduate of Dalhousie Law School and was called to the bar of Nova Scotia in 1971 and received his Queen’s Counsel designation in 1986. The Board has determined that Mr. McConnell should serve as a Director as he was one of the original founders of the Company and has remained involved with the Company in some capacity ever since, and because of his wide experience working in legal and executive positions at a variety of mining companies.
Mr. McConnell’s principal occupations over the most recent five years have been CEO of Namibia Rare Earths Inc. (2010-present) and President and CEO of Etruscan Resources Inc. (1990-2010). Mr. McConnell served as a director of Etruscan Resources Inc. from 1990 to 2010, and has been a director of Namibia Rare Earths and NovaCopper Inc. since 2010 and 2012, respectively.
Areas of expertise include: legal, compensation, operations, mining industry, senior officer and board governance.
|
||||||
Board / Committee Membership
|
Overall
Attendance
88%
|
Securities Held
|
||||
Regular
Meeting
|
Common Shares
#
|
DSUs
#
|
Value of Securities Held as of 11/30/2014 C$
|
Total
C$
|
% Met
|
|
Board
Compensation(3)
Corporate Governance
Corporate Communications
|
5/5
4/5
4/4
1/2
|
34,766
|
30,733
|
208,286
|
50,000
|
100%
|
Clynton Nauman
|
||||||
Mr. Nauman, a Director of the Company, is the Chief Executive Officer of Alexco Resource Corp. and Asset Liability Management Group ULC, and was formerly President of Viceroy Gold Corporation and Viceroy Minerals Corporation and a director of Viceroy Resource Corporation, positions he held from February 1998 until February 2003. Previously, Mr. Nauman was the General Manager of Kennecott Minerals from 1993 to 1998. Mr. Nauman has 25 years of diversified experience in the mining industry ranging from exploration and business development to operations and business management in the precious metals, base metals and coal sectors. The Board has determined that Mr. Nauman should serve as a Director to gain from his significant experience as a senior mining executive working in the areas of environment, engineering and operations.
Mr. Nauman’s principal occupation for the last five years has been CEO of Alexco Resource Corp. and of Asset Liability Management Group ULC. Mr. Nauman has served as a director of Alexco Resource Corp. since 2006 and has served as a director of NovaCopper Inc. since 2011.
Areas of expertise include: environmental, geology, exploration, operations, mining industry and senior officer.
|
||||||
Board / Committee Membership
|
Overall
Attendance
100%
|
Securities Held
|
||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
Value of
Securities Held
as of 11/30/2014
C$
|
Total
C$
|
% Met
|
|
Board
Audit
EHSS
|
5/5
4/4
4/4
|
129,443
|
16,452
|
463,946
|
50,000
|
100%
|
Rick Van Nieuwenhuyse
|
||||||
Mr. Van Nieuwenhuyse joined the Company as President and Chief Operating Officer in January 1998 and was appointed as Chief Executive Officer in May 1999. He resigned as President and Chief Executive Officer of the Company in January of 2012 in order to assume his current role of President and Chief Executive Officer of NovaCopper Inc. Mr. Van Nieuwenhuyse has more than 30 years of experience in the natural resource sector including as Vice President of Exploration for Placer Dome Inc. In addition to his international exploration perspective, Mr. Van Nieuwenhuyse brings years of working experience in and knowledge of Alaska to the Company. Mr. Van Nieuwenhuyse has managed projects from grassroots discovery through to advanced feasibility studies, production and mine closure. Mr. Van Nieuwenhuyse holds a Candidature degree in Science from the Université de Louvain, Belgium, and a Masters’ of Science degree in geology from the University of Arizona. The Board has determined that Mr. Van Nieuwenhuyse should serve as a Director to benefit from his experience as a geologist, his extensive knowledge of the Company, its projects and its history as the former President and Chief Executive Officer of the Company, because of his extensive experience in discovering, exploring, and developing large mining projects in addition to his significant experience in Alaska.
Mr. Van Nieuwenhuyse currently serves as a director of NovaCopper Inc., Alexco Resource Corp., Tintina Resources, AsiaBaseMetals and SolidusGold Inc. (fka Mantra Capital Inc.).
Areas of experience include: exploration, geology, resource and reserve assessment, feasibility studies, government relations, mining industry, senior officer and board governance.
|
||||||
Board / Committee Membership
|
Overall
Attendance
86%
|
Securities Held
|
||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
Value of
Securities Held
as of 11/30/2014
C$
|
Total
C$
|
% Met
|
|
Board
Corporate Communications
|
4/5
2/2
|
700,554
|
11,603
|
2,264,659
|
50,000
|
100%
|
Anthony Walsh, CA
|
||||||
Mr. Walsh has over 20 years of international experience in the field of exploration, mining and development and was the President and CEO of Sabina Gold & Silver Corp. (“Sabina”) (2008-2011). Prior to joining Sabina, Mr. Walsh was President and CEO of Miramar Mining Corporation (1999-2007), Vice-President and CFO of Miramar Mining Corporation (1995-1999), the Senior Vice-President and CFO of a computer leasing company (1993-1995) and the CFO and Senior Vice-President, Finance of International Corona Mines Ltd., a major North American gold producer (1989-1992). From 1985 to 1989 he was Vice-President, Finance of International Corona Mines Ltd., and from 1973 to 1985 Mr. Walsh held various positions at Deloitte, Haskins & Sells, a firm of Chartered Accountants. Mr. Walsh graduated from Queen's University (Canada) in 1973 and became a member of The Canadian Institute of Chartered Accountants in 1976. Mr. Walsh joined the Board on March 19, 2012. The Board has determined that Mr. Walsh should serve as a Director to benefit from his experience as a senior executive in a variety of global mining companies and international accounting firms. Mr. Walsh lends the Board his expertise in finance, international accounting and corporate governance.
Mr. Walsh has been retired since 2011, but currently serves as a director of the following companies: Sabina, Avala Resources Ltd., TMX Group Inc. and Dundee Precious Metals Ltd. Mr. Walsh previously served on the board of Quaterra Resources Ltd. (June 2012 – March 2015), Dunav Resources Limited (July 2010 - March 2013), and on the board of Stornoway Diamonds Limited (September 2004 - November 2012).
Areas of expertise include: corporate development, finance, accounting, mergers and acquisitions, corporate governance, corporate regulation, and mining industry.
|
||||||
Board / Committee Membership
|
Overall
Attendance
93%
|
Securities Held
|
||||
Regular
Meeting
|
Common
Shares
#
|
DSUs
#
|
Value of
Securities Held
as of 11/30/2014
C$
|
Total
C$
|
% Met
|
|
Board
Audit
Compensation Committee
Corporate Governance
|
4/5
4/4
4/4(4)
2/2(5)
|
Nil
|
11,602
|
36,894
|
50,000
|
74%
|
David Deisley
|
|||||
|
Mr. Deisley joined the Company November 1, 2012 as Executive Vice President, General Counsel and Corporate Secretary, responsible for all aspects of the Company’s legal governance and corporate affairs. With over 25 years of experience in the mining industry in the Americas, Mr. Deisley has an extensive track record in project permitting, corporate social responsibility, mergers and acquisitions and corporate development. Mr. Deisley is regarded as a human rights expert relative to resource projects and local populations and during 2014 participated as a panelist or presenter on the topic at events hosted by the Harvard Human Rights Journal, the World Bank, the International Bar Association, the S.J. Quinney College of Law at the University of Utah, and the University of Oklahoma, among others. Prior to joining the Company, Mr. Deisley served in positions of increasing responsibility with Goldcorp Inc. from September 2007 to October 2012. At the time he resigned from Goldcorp Inc., Mr. Deisley held the position of Executive Vice President, Corporate Affairs and General Counsel for Goldcorp Inc. Prior to his tenure at Goldcorp Inc., Mr. Deisley served in several progressively responsible capacities with Barrick Gold Corporation, including Regional General Counsel for Barrick Gold North America. Mr. Deisley received his Juris Doctor from the University of Utah S.J. Quinney College of Law, and his Bachelor of Arts from Brown University.
Areas of expertise include: sustainability and corporate social responsibility, environmental permitting and compliance, corporate development, corporate and project financing, mergers and acquisitions, corporate governance, corporate regulation, and mining industry.
|
||||
Securities Held
|
|||||
Common Shares
#
|
PSUs
#
|
Value of
Common
Shares Held
as of
11/30/2014
$
|
Total
$
|
% Met
|
|
205,867
|
446,500
|
568,192
|
850,000
|
67%
|
David Ottewell
|
|||||
Mr. Ottewell joined the Company on November 13, 2012, as its Vice President and Chief Financial Officer. In this role, Mr. Ottewell is responsible for all aspects of the Company’s financial management. Mr. Ottewell is a highly accomplished financial executive, with over 25 years of mining industry experience. Prior to joining the Company, he served as Vice President and Controller for Newmont Mining Corporation where he was employed since 2005, and prior to that, had a 16-year career with Echo Bay Mines Ltd., a prominent precious metals mining company with multiple operations in the Americas. Mr. Ottewell holds a Bachelor of Commerce degree from the University of Alberta and is a member of the Canadian Institute of Chartered Accountants.
Areas of expertise include: global accounting and finance, corporate disclosure and financial regulation, and mining industry.
|
|||||
Securities Held
|
|||||
Common Shares
#
|
PSUs
#
|
Value of
Common
Shares Held
as of 11/30/2014
$
|
Total
$
|
% Met
|
|
106,784
|
333,400
|
294,723
|
650,000
|
45%
|
|
·
|
the Company’s NEOs;
|
|
·
|
the Company’s Directors and nominees;
|
|
·
|
all of the Company’s NEOs and Directors as a group; and
|
|
·
|
each person who is known by the Company to beneficially own more than 5% of the Company’s issued and outstanding shares of common stock.
|
Name
|
Business Address
|
Amount and Nature (1)
|
Percentage of Class (2)
|
Gregory Lang
|
201 South Main, Suite 400
Salt Lake City, Utah 84111
USA
|
3,872,001 (3)
|
1.2%
|
David Deisley
|
201 South Main, Suite 400
Salt Lake City, Utah 84111
USA
|
1,854,363 (4)
|
*
|
David Ottewell
|
201 South Main, Suite 400
Salt Lake City, Utah 84111
USA
|
1,271,731(5)
|
*
|
Thomas Kaplan
|
535 Madison Avenue, 12th Floor
New York, NY 10022
USA
|
85,161,686 (6)
|
26.8%
|
Sharon Dowdall
|
789 West Pender Street, Suite 720
Vancouver, BC V6C 1H2
Canada
|
499,776 (7)
|
*
|
Marc Faber
|
201 South Main, Suite 400
Salt Lake City, Utah 84111
USA
|
618,864 (8)
|
*
|
Gillyeard Leathley
|
789 West Pender Street, Suite 720
Vancouver, BC V6C 1H2
Canada
|
735,009 (9)
|
*
|
Igor Levental
|
201 South Main, Suite 400
Salt Lake City, Utah 84111
USA
|
529,647 (10)
|
*
|
Kalidas Madhavpeddi
|
201 South Main, Suite 400
Salt Lake City, Utah 84111
USA
|
641,211 (11)
|
*
|
Gerald McConnell
|
789 West Pender Street, Suite 720
Vancouver, BC V6C 1H2
Canada
|
647,098 (12)
|
*
|
Clynton Nauman
|
201 South Main, Suite 400
Salt Lake City, Utah 84111
USA
|
724,819 (13)
|
*
|
Rick Van Nieuwenhuyse
|
789 West Pender Street, Suite 720
Vancouver, BC V6C 1H2
Canada
|
1,708,381 (14)
|
*
|
Anthony Walsh
|
789 West Pender Street, Suite 720
Vancouver, BC V6C 1H2
Canada
|
499,776 (15)
|
*
|
All Directors and
Named Executive
Officers as a group
|
201 South Main, Suite 400
Salt Lake City, Utah 84111
USA
|
98,764,362
|
31.0%
|
Electrum Strategic
Resources LP
|
535 Madison Avenue, 12th Floor
New York, NY 10022
|
84,569,479 (16)
|
26.6%
|
Paulson & Co. Inc.
|
1251 Avenue of the Americas, 50th Floor,
New York, NY 10020
|
35,616,357 (17)
|
11.2%
|
Name
|
Business Address
|
Amount and Nature (1)
|
Percentage of Class (2)
|
The Baupost Group, LLC
|
10 Saint James Avenue, Suite 1700
Boston, MA 02116
|
21,688,300 (18)
|
6.8%
|
Van Eck Associates
Corporation
|
335 Madison Avenue, 19th Floor
New York, NY 10017
|
17,734,418 (19)
|
5.5%
|
(1)
|
Under applicable U.S. securities laws, a person is considered to be the beneficial owner of securities owned by him or her (or certain persons whose ownership is attributed to him or her) or securities that can be acquired by him or her within 60 days, including upon the exercise of options, warrants or convertible securities.
|
(2)
|
Based on 317,861,632 Common Shares outstanding as of March 18, 2015, plus any Common Shares deemed to be beneficially owned pursuant to options that are exercisable within 60 days from March 18, 2015.
|
(3)
|
Includes 3,375,016 stock options exercisable within 60 days of March 18, 2015.
|
(4)
|
Includes 1,529,883 stock options exercisable within 60 days of March 18, 2015.
|
(5)
|
Includes 1,073,666 stock options exercisable within 60 days of March 18, 2015.
|
(6)
|
Includes 84,569,479 Common Shares held by Electrum and an affiliate. Dr. Kaplan is the Chairman and Chief Investment Officer of The Electrum Group and thereby may be deemed to have shared voting and investment power over such shares. Dr. Kaplan disclaims beneficial ownership in such shares except to the extent of a minor pecuniary interest. Also includes 561,250 stock options exercisable within 60 days of March 18, 2015.
|
(7)
|
Includes 485,500 stock options exercisable within 60 days of March 18, 2015.
|
(8)
|
Includes 601,250 stock options exercisable within 60 days of March 18, 2015.
|
(9)
|
Includes 607,750 stock options exercisable within 60 days of March 18, 2015.
|
(10)
|
Includes 501,250 stock options exercisable within 60 days of March 18, 2015.
|
(11)
|
Includes 601,250 stock options exercisable within 60 days of March 18, 2015.
|
(12)
|
Includes 576,250 stock options exercisable within 60 days of March 18, 2015.
|
(13)
|
Includes 576,250 stock options exercisable within 60 days of March 18, 2015.
|
(14)
|
Includes 993,550 stock options exercisable within 60 days of March 18, 2015.
|
(15)
|
Includes 485,500 stock options exercisable within 60 days of March 18, 2015.
|
(16)
|
According to a Schedule 13D/A filed with the SEC on December 31, 2012, each of Electrum, The Electrum Group, Electrum Global Holdings LP, TEG Global GP Ltd, Leopard Holdings LLC and GRAT Holdings LLC have shared voting and dispositive power over 79,569,479 Common Shares. In addition, GRAT Holdings LLC has sole voting and dispositive power over 5,000,000 Common Shares. Electrum Global Holdings LP is the owner of all limited partnership interests of Electrum and all of the equity interests of Electrum Strategic Management LLC, the general partner of Electrum. TEG Global GP Ltd is the sole general partner of, and The Electrum Group is the investment adviser to, Electrum Global Holdings LP. The Electrum Group possesses voting and investment power with respect to assets of Electrum, including indirect investment discretion with respect to the Common Shares held by Electrum. GRAT Holdings LLC is the indirect parent, through Leopard Holdings LLC, of Electrum. The investment committee of GRAT Holdings LLC exercises voting and investment decisions on behalf of GRAT Holdings LLC. The address listed in such filing of Leopard Holdings LLC and GRAT Holdings LLC is 535 Madison Avenue, 12th Floor, New York, New York 10022 and the address listed in such filing of the Electrum Group, Electrum Global Holdings LP and TEG Global GP Ltd is 535 Madison Avenue, 11th Floor, New York, New York 10022. Dr. Thomas Kaplan, chairman of the Board of Directors of the Company, is also Chairman and Chief Investment Officer of The Electrum Group. Dr. Kaplan disclaims beneficial ownership in the Electrum shares except to the extent of a minor pecuniary interest.
|
(17)
|
According to a Schedule 13G/A filed with the SEC on February 17, 2015, Paulson & Co. Inc. has sole voting and dispositive power over such shares.
|
(18)
|
According to a Schedule 13G filed with the SEC on February 13, 2013, The Baupost Group, LLC has shared voting and dispositive power over such shares with SAK Corporation and Seth A. Klarman. The Baupost Group, LLC acts as an investment adviser and general partner to certain investment limited partnerships. SAK Corporation is the manager of Baupost. Mr. Klarman, as the sole director and sole officer of SAK Corporation and a controlling person of The Baupost Group, LLC, may be deemed to have beneficial ownership of such shares.
|
(19)
|
According to a Schedule 13G filed with the SEC on February 12, 2015, Van Eck Associates Corporation has sole voting and dispositive power over such shares, which are held by mutual funds and other client accounts managed by Van Eck Associates Corporation.
|
*
|
Percentage of Common Shares beneficially owned or over which control or direction is exercised is less than 1%.
|
|
·
|
appointment, performance evaluation and compensation of the Company's CEO and other executive officers of the Company;
|
|
·
|
succession planning relating to the CEO, other executive officers and other key employees, including appointments, reassignments and terminations;
|
|
·
|
compensation structure for the CEO and other executive officers including annual, mid-term and long-term incentive plans involving share issuances or share awards;
|
|
·
|
determination of Director compensation; and
|
|
·
|
share ownership guidelines for the CEO, other executive officers and Directors.
|
|
·
|
The Company’s compensation mix is balanced among fixed components such as salary and benefits, annual incentive payments and long-term performance-based incentives, including PSUs and stock options.
|
|
·
|
The Compensation Committee, under its charter, has the authority to retain any advisor it deems necessary to fulfill its obligations and has engaged the Compensation Consultant. The Compensation Consultant assists the Compensation Committee in reviewing executive compensation and provides advice to the Committee on an as-needed basis.
|
|
·
|
The annual incentive program for the executive management team, which includes each of the NEOs, is approved by the Board. Individual payments are based on a combination of quantitative metrics as well as qualitative and discretionary factors.
|
|
·
|
Stock-based awards for all employees are recommended by the Compensation Committee and approved by the Board.
|
|
·
|
The Board approves the compensation for the President and CEO based upon a recommendation by the Compensation Committee, which is comprised entirely of independent Directors.
|
|
·
|
The nature of the business in which the Company operates requires some level of risk taking to acquire reserves and to develop mining operations in the best interest of all stakeholders. Consequently, the executive compensation policies and practices have been designed to encourage actions and behaviors directed towards increasing long-term value while limiting incentives that promote excessive risk taking.
|
|
·
|
Canadian and/or U.S. listed companies;
|
|
·
|
market capitalization and total assets similar to the Company;
|
|
·
|
gold, diversified metals and mining, or precious metals/minerals industry;
|
|
·
|
complexity of operation/business strategy relative to the Company; and
|
|
·
|
experienced, full-time executive team.
|
Alacer Gold Corp
|
Hecla Mining Co.
|
Alamos Gold Inc.
|
IAMGOLD Corp.
|
Allied Nevada Gold Corp
|
Lake Shore Gold Corp.
|
Argonaut Gold Inc.
|
New Gold Inc.
|
Aurico Gold Inc.
|
Pretium Resources Inc.
|
Centerra Gold Inc.
|
Silver Standard Resources Inc.
|
Detour Gold Corp.
|
Stillwater Mining Co.
|
Gabriel Resources Ltd.
|
Taseko Mines Ltd.
|
|
·
|
Mr. Gregory Lang, President and CEO (“CEO”);
|
|
·
|
Mr. David Deisley, Executive Vice President, General Counsel and Corporate Secretary (“EVP”); and
|
|
·
|
Mr. David Ottewell, Vice President and CFO (“CFO”).
|
|
·
|
Recruit and subsequently retain highly qualified executive officers by offering overall compensation that is competitive with that offered for comparable positions at Peer Group companies.
|
|
·
|
Incentivize executives to achieve important corporate and personal performance objectives and reward them when such objectives are met.
|
|
·
|
Align the interests of executive officers with the long-term interests of Shareholders through participation in the Company’s stock-based compensation plans.
|
COMPENSATION ELEMENT
|
OBJECTIVE
|
KEY FEATURE
|
Base Salary
|
Provide a fixed level of cash
compensation for performing
day-to-day responsibilities.
|
Base salary bands were created and are
reviewed annually based on the 62.5th
percentile of the Peer Group market data for
base salary. Actual increases are based on
individual performance.
|
Annual Incentive Plan
|
Reward for short-term
performance against corporate
and individual goals.
|
Cash payments based on a formula. Each
NEO has a target opportunity based on the
62.5th percentile of the Peer Group market
data for total cash. Actual payout depends on
performance against annual corporate and
individual goals.
|
Stock Options
|
Align executives’ interests
with those of Shareholders,
encourage retention and
reward long-term Company
performance.
|
Calculations are based on targets for each
NEO determined by targeting the 75th
percentile of the Peer Group market data for
total direct compensation. Stock option
grants generally vest over 2 years and have a
5-year life.
|
Performance Share Units (“PSUs”)
|
Align executives’ interests
with those of Shareholders,
encourage retention and
reward long-term Company
performance.
|
Calculations are based on targets for each
NEO determined by targeting the 75th
percentile of the Peer Group market data for
total direct compensation. PSU grants cliff
vest (typically two years from the grant date)
and actual payout depends upon the
performance against corporate and individual
goals as established in the grant.
|
Employee Share Purchase Plan
|
Encourage ownership in the
Company through the regular
purchase of Company shares
from the open market.
|
Employees may contribute up to 5% of base
salary and the Company matches 50% of the
employee’s contribution.
|
Retirement Plans:
401(k) Plan (U.S. employees)
RRSP (Canadian employees)
|
Provide retirement savings.
|
401(k) – Company matches 100% of the
employee’s contribution up to 5% of base
salary, subject to applicable IRS limitations.
RRSP – Company matches 100% of the
employee’s contribution up to 5% of base
salary, subject to applicable CRA
limitations.
|
Welfare Plan Benefits
|
Provide security to employees
and their dependents pertaining
to health and welfare risks.
|
Coverage includes medical, dental and vision
benefits, short- and long-term disability
insurance, life and AD&D insurance and an
employee assistance plan.
|
|
·
|
Advance the Donlin Gold project toward a construction/production decision.
|
|
·
|
Advance Galore Creek mine planning and project design.
|
|
·
|
Evaluate opportunities to monetize the value of Galore Creek.
|
|
·
|
Maintain a healthy balance sheet.
|
|
·
|
Maintain an effective corporate social responsibility program.
|
|
·
|
CEO
|
|
o
|
Base Salary – 62.5th percentile of Peer Group
|
|
o
|
Annual Incentive Target – 100% of base salary
|
|
o
|
Long Term Incentive Target – 375% of base salary
|
|
·
|
EVP and CFO
|
|
o
|
Base Salary – 62.5th percentile of Peer Group
|
|
o
|
Annual Incentive Target – 80% of base salary
|
|
o
|
Long Term Incentive Target – 250% of base salary
|
NEO
|
2015 Base Salary
Compared to Salary
Band Guidepost
|
Reason
|
Gregory Lang
|
Above:
107% of guidepost
|
Mr. Lang’s base salary is above the salary range guidepost for his role and level due to his past experience and current performance. Specifically, Mr. Lang brings his previous experience as President & CEO of Barrick U.S. Gold, his mine engineering and operations experience, his good reputation in the industry, and his excellent relationships with the stakeholders in the Company’s two primary assets.
|
David Deisley
|
Above:
112% of guidepost
|
Mr. Deisley’s base salary is above the salary range guidepost for his role and level due to his experience and current performance. Mr. Deisley has significant previous experience as Executive Vice President and General Counsel of Goldcorp, as in-house and General Counsel of Barrick U.S. Gold, and he has cultivated good relationships with the Alaskan stakeholders in the Company’s Donlin Gold project. Additionally, Mr. Deisley is regarded as a human rights expert relative to the impact of large natural resource projects on indigenous people.
|
David Ottewell
|
Below:
88% of guidepost
|
Mr. Ottewell’s base salary is below the salary range guidepost for his role and level due to the fact that this is Mr. Ottewell’s first position at the CFO level. His current and past performance has been excellent, and his previous experience as the Vice President and Controller for Newmont Mining has prepared him for the additional responsibilities incumbent upon the Vice President and CFO position at the Company.
|
NEO
|
Title
|
2014 Base Salary
|
2015 Base Salary
|
% Change
|
Gregory Lang
|
President & CEO
|
$695,250
|
$716,100
|
3%
|
David Deisley
|
EVP, General
Counsel and
Corporate Secretary
|
$437,750
|
$450,900
|
3%
|
David Ottewell
|
VP & CFO
|
$341,250
|
$354,900
|
4%
|
NEO
|
Annual
Incentive
Target (as a
% of annual
base salary)
|
2014 Annual
Incentive
Payment
|
2014 Corporate
Weight/Rating
|
2014 Individual
Weight/Rating
|
Gregory Lang
|
100%
|
$862,110
|
80% / 120%
|
20% / 140%
|
David Deisley
|
80%
|
$434,238
|
80% / 120%
|
20% / 140%
|
David Ottewell
|
80%
|
$335,790
|
80% / 120%
|
20% / 135%
|
|
·
|
Advance permitting of the Donlin Gold project.
|
|
·
|
Maintain a healthy balance sheet.
|
|
·
|
Undertake Galore Creek technical studies to build on successful 2012 and 2013 drill results.
|
|
·
|
Evaluate opportunities to monetize the value of Galore Creek.
|
|
·
|
Maintain an effective corporate social responsibility program.
|
|
·
|
Outline the purpose and the need for the proposed mine. The management of Donlin Gold LLC and its Native Corporation partners, Calista Corporation and The Kuskokwim Corporation (TKC), jointly contributed to the preparation of this section which highlights the need for the development of the proposed mine and the benefit it would bring to its stakeholders.
|
|
·
|
Identify and analyze a reasonable range of alternatives to the mine development proposed by Donlin Gold which comprise variations on certain mine site facility designs, as well as local transportation and power supply options.
|
|
·
|
Involve the preparation of an environmental analysis of the proposed action and reasonable alternatives (including a no action alternative), which identifies and characterizes the potential biological, social, and cultural impacts relative to the existing baseline conditions. This portion normally constitutes the most extensive part of the EIS.
|
|
·
|
Describe potential mitigation measures intended to reduce or eliminate the environmental impacts described in the impact analysis section.
|
|
·
|
provides direct compensation to TKC through payments for project milestones, annual surface use and mine operation;
|
|
·
|
includes a coordinated and consultative approach between Donlin Gold and TKC regarding annual project planning, reclamation as well as preparation of a subsistence harvest plan for affected surface lands;
|
|
·
|
gives preference to TKC for contracts, hiring and training TKC shareholders, as well as funding scholarships and working with federal, state and local entities to help create and fund a training facility in the region; and
|
|
·
|
commits to an exclusive contract with TKC for the construction and operations of an upriver port site.
|
|
·
|
Expenditures to fund our operations and our 50% share of each of the Donlin Gold and Galore Creek projects totaled $25.8 million, $4.2 million less than planned and $12.5 million lower than 2013 spending.
|
|
·
|
Cash and term deposits totaled $165.3 million at November 30, 2014, sufficient to repay the remaining $15.8 million of the outstanding Notes due in May 2015 and to advance the Donlin Gold project through the remaining expected permitting process.
|
NEO
|
Long-term
Incentive
Target
(as a % of
Base Pay)
|
Stock Option
Grant
#
|
Stock Option
Grant as % of
Total Shares
Outstanding(1)
|
Stock
Option
Exercise
Price
(C$)
|
PSU Grant
#
|
PSU Grant as
% of Total
Shares
Outstanding(1)
|
Gregory Lang
|
375%
|
1,414,750
|
0.44%
|
3.18
|
573,850
|
0.18%
|
David Deisley
|
250%
|
593,850
|
0.18%
|
3.18
|
240,900
|
0.07%
|
David Ottewell
|
250%
|
446,400
|
0.14%
|
3.18
|
181,050
|
0.05%
|
Grants of Plan-Based Awards
|
|||||||||||
NEO
(a)
|
Grant Date
(b)
|
Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards (1)
|
Estimated Future
Payouts Under
Equity
Incentive Plan
Awards (2)
|
All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
(i)
|
All
Other
Option
Awards:
Number of Securities Underlying
Options (3)
(#)
(j)
|
Exercise
or Base
Price of
Option
Awards
(C$/Sh)
(k)
|
Grant
Date Fair Value of Stock and Option Awards
(l)
|
||||
Threshold
($)
(c)
|
Target
($)
(d)
|
Maximum
($)
(e)
|
Threshold
(#)
(f)
|
Target
(#)
(g)
|
Maximum
(#)
(h)
|
||||||
Gregory Lang
|
07-Jan-2014
|
-
|
-
|
-
|
0
|
754,000
|
1,131,000
|
-
|
1,865,150
|
$2.90
|
$4,269,241
|
n/a
|
0
|
695,250
|
1,042,875
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
David Deisley
|
07-Jan-2014
|
-
|
-
|
-
|
0
|
316,500
|
474,750
|
-
|
782,900
|
$2.90
|
$1,792,042
|
n/a
|
0
|
350,200
|
525,300
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
David Ottewell
|
07-Jan-2014
|
-
|
-
|
-
|
0
|
233,400
|
350,100
|
-
|
577,300
|
$2.90
|
$1,321,478
|
n/a
|
0
|
273,000
|
409,500
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
NEO
|
Option-Based Awards
|
Share-Based Awards
|
|||||
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options
|
Option
Exercise
Price C$
|
Option
Expiration
Date
|
Value of
Unexercised
in-the-money
Options C$(1)
|
Number of
Shares or
Units of
Shares
that have
not Vested
|
Market or
Payout Value
of Shares or
Units of
Shares that
have not
Vested C$(2)
|
|
Gregory Lang
|
09-Jan-2012
|
500,000
|
$10.12(3)
|
06-Dec-2016
|
Nil
|
||
08-Jun-2012
|
500,000
|
$6.17
|
07-Jun-2017
|
Nil
|
|||
05-Dec-2012
|
660,000
|
$4.38
|
04-Dec-2017
|
Nil
|
260,000
|
$826,800
|
|
07-Jan-2014
|
1,865,150
|
$2.90
|
06-Jan-2019
|
$522,242
|
754,000
|
$2,397,720
|
|
David Deisley
|
01-Nov-2012
|
500,000
|
$4.60
|
03-Sep-2017
|
Nil
|
||
05-Dec-2012
|
310,000
|
$4.38
|
04-Dec-2017
|
Nil
|
130,000
|
$413,400
|
|
07-Jan-2014
|
782,900
|
$2.90
|
06-Jan-2019
|
$219,212
|
316,500
|
$1,006,470
|
|
David Ottewell
|
13-Nov-2012
|
300,000
|
$4.99
|
09-Sep-2017
|
Nil
|
||
05-Dec-2012
|
240,000
|
$4.38
|
04-Dec-2017
|
Nil
|
100,000
|
$318,000
|
|
07-Jan-2014
|
577,300
|
$2.90
|
06-Jan-2019
|
$161,644
|
233,400
|
$742,212
|
(1)
|
Based on the price of the Company’s Common Shares on the TSX as of November 28, 2014 of C$3.18 less the option exercise price.
|
(2)
|
Based on the price of the Company’s Common Shares on the TSX as of November 28, 2014 of C$3.18.
|
(3)
|
The exercise prices of stock option awards granted prior to April 30, 2012 were adjusted due to the decrease in net assets resulting from the NovaCopper spin-out to 91.1% of the original exercise price.
|
NEO
|
Option Awards
|
Stock Awards
|
||
Number of Shares
Acquired on
Exercise
#
|
Value
Realized on
Exercise
$
|
Number of Shares
Acquired on Vesting
#
|
Value
Realized on
Vesting
C$
|
|
Gregory Lang
|
Nil
|
Nil
|
255,000
|
$828,750
|
David Deisley
|
Nil
|
Nil
|
127,500
|
$414,375
|
David Ottewell
|
Nil
|
Nil
|
85,000
|
$276,250
|
NEO
|
Base Salary
$
|
Annual Bonus
$
|
Value of PSUs
that Vested
$(1)
|
Value
Realized from
Stock Option
Exercise
$
|
Total Realized
Compensation
$
|
|||||
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
2013
|
2014
|
|
Gregory Lang
|
668,750
|
693,563
|
554,610
|
864,000
|
Nil
|
744,052
|
Nil
|
Nil
|
1,223,360
|
2,301,615
|
David Deisley
|
425,000
|
436,688
|
49,580
|
435,200
|
Nil
|
372,026
|
Nil
|
Nil
|
474,580
|
1,243,914
|
David Ottewell
|
325,000
|
339,896
|
26,110
|
330,200
|
Nil
|
248,017
|
Nil
|
Nil
|
351,110
|
918,113
|
NEO
|
Eligible Share
Holdings
(Common
Shares) #
|
Share Ownership Guidelines
|
||
Requirement
|
Proportion of
Requirement
Met(1)
|
|||
Gregory Lang
|
296,550
|
3 X base salary
|
$1,800,000(2)
|
45%
|
David Deisley
|
205,867
|
2 X base salary
|
$850,000(3)
|
67%
|
David Ottewell
|
106,784
|
2 X base salary
|
$650,000(4)
|
45%
|
(1)
|
Based on the closing Common Share price on the NYSE-MKT on November 28, 2014 of $2.76.
|
(2)
|
Based on Mr. Lang’s annual salary effective January 9, 2012. Mr. Lang has until January 9, 2017 to meet the share ownership requirement equal to $1,800,000. Mr. Lang received an annual salary increase effective January 1, 2013, another on January 1, 2014, and another on January 1, 2015, and has until January 1, 2018, January 1, 2019 and January 1, 2020 to meet the share ownership requirement associated with the salary increase amounts, respectively.
|
(3)
|
Based on Mr. Deisley’s annual salary effective November 1, 2012. Mr. Deisley has until November 1, 2017 to meet the share ownership requirement equal to $850,000. Mr. Deisley received an annual salary increase effective January 1, 2014, and another effective January 1, 2015, and has until January 1, 2019 and January 1, 2020 to meet the share ownership requirement associated with the salary increase amounts, respectively.
|
(4)
|
Based on Mr. Ottewell’s annual salary effective November 13, 2012. Mr. Ottewell has until November 13, 2017 to meet the share ownership requirement equal to $650,000. Mr. Ottewell received an annual salary increase effective January 1, 2014, and another on January 1, 2015, and has until January 1, 2019, and January 1, 2020, to meet the share ownership requirement associated with the salary increase amounts, respectively.
|
NEO
|
Eligible Share
Holdings
(Common
Shares) #
|
Share Ownership Guidelines
|
||
Requirement
|
Proportion of
Requirement
Met(1)
|
|||
Gregory Lang
|
496,985
|
3 X base salary
|
$1,800,000(2)
|
84%
|
David Deisley
|
324,480
|
2 X base salary
|
$901,800(3)
|
100%
|
David Ottewell
|
198,065
|
2 X base salary
|
$650,000(4)
|
93%
|
(1)
|
Based on the closing Common Share price on the NYSE-MKT on March 18, 2015 of $3.05.
|
(2)
|
Based on Mr. Lang’s annual salary effective January 9, 2012. Mr. Lang has until January 9, 2017 to meet the share ownership requirement equal to $1,800,000. Mr. Lang received an annual salary increase effective January 1, 2013, another on January 1, 2014, and another on January 1, 2015, and has until January 1, 2018, January 1, 2019 and January 1, 2020 to meet the share ownership requirement associated with the salary increase amounts, respectively.
|
(3)
|
Based on Mr. Deisley’s annual salary effective January 1, 2015. Mr. Deisley is deemed to have met his share ownership requirement. At such time as Mr. Deisley’s base salary increases, his share ownership requirement will be adjusted and his share ownership recalculated against the new requirement.
|
(4)
|
Based on Mr. Ottewell’s annual salary effective November 13, 2012. Mr. Ottewell has until November 13, 2017 to meet the share ownership requirement equal to $650,000. Mr. Ottewell received an annual salary increase effective January 1, 2014, and another on January 1, 2015, and has until January 1, 2019, and January 1, 2020, to meet the share ownership requirement associated with the salary increase amounts, respectively.
|
Name and
Principal
Position
|
Fiscal
Year
|
Salary
$
|
Bonus
(Annual
Incentive
Plan)
$
|
Share-
Based
Awards(1)
$
|
Option-
Based
Awards(2)
$
|
Non-Equity
Incentive Plan
Compensation
$
|
Change in
pension value
and
nonqualified
deferred
compensation
earnings
$
|
All Other
Compensation(3)
$
|
Total
Compensation
$
|
Gregory
Lang(4),
President and
CEO
|
2014
2013
2012
|
693,563
668,750
537,500
|
716,100
864,000
554,610
|
2,225,803
1,198,897
3,839,135
|
2,043,437
1,119,494
3,684,551
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
66,536
74,930
56,032
|
5,743,939
3,924,572
8,671,829
|
David
Ottewell(5),
Vice President
and CFO
|
2014
2013
2012
|
339,896
325,000
17,292
|
354,900
330,200
26,110
|
688,995
461,114
726,281
|
632,483
407,089
588,307
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
32,353
92,353
Nil
|
2,048,627
1,615,756
1,357,990
|
David
Deisley(6),
Executive
Vice
President,
General
Counsel and
Corporate
Secretary
|
2014
2013
2012
|
436,688
425,000
35,417
|
450,900
435,200
49,580
|
934,306
599,449
1,328,729
|
857,736
525,823
903,330
|
Nil
Nil
Nil
|
Nil
Nil
Nil
|
37,192
168,129
885
|
2,716,822
2,153,601
2,317,940
|
(1)
|
The amounts in respect of share-based awards are based upon the fair value of the grants as of the date of each grant.
|
(2)
|
Amounts in respect of option-based awards are based upon the Black-Scholes valuation model. Option-based awards granted during the years ended November 30, 2012, 2013 and 2014 include vested and unvested amounts.
|
(3)
|
Amounts in All Other Compensation include Company matching of retirement and share purchase plans, auto allowance, life and disability insurance premiums, tax preparation services and reimbursement for an annual executive physical in 2013 and 2014 for Mr. Lang. The amounts also include relocation reimbursement and tax gross-ups of $21,574 for Mr. Lang in 2012, $63,103 for Mr. Ottewell and $139,738 for Mr. Deisley in 2013.
|
(4)
|
Mr. Lang was appointed President and CEO of the Company effective January 9, 2012.
|
(5)
|
Mr. Ottewell was appointed Vice President and Chief Financial Officer of the Company effective November 13, 2012
|
(6)
|
Mr. Deisley was appointed Executive Vice President and General Counsel effective November 1, 2012 and Corporate Secretary effective November 19, 2013.
|
(C$)
|
2010
|
2011
|
2012
|
2013
|
2014
|
Value based on C$100 invested in the Company on November 30, 2009(1)
|
250
|
200
|
75
|
42
|
54
|
Value based on C$100 invested in S&P/TSX Composite Index on November 30, 2009
|
116
|
112
|
116
|
131
|
149
|
Value based on C$100 invested in the S&P/TSX Global Gold Index on November 30, 2009
|
116
|
117
|
87
|
46
|
42
|
|
·
|
term of employment;
|
|
·
|
amount of compensation and any included benefits such as vacation or health plan coverage;
|
|
·
|
the duties, tasks and responsibilities expected of the employee;
|
|
·
|
termination provisions including in the event of a change of control;
|
|
·
|
confidentiality of information to prevent employees from disclosing to others any confidential information during or after the employment ends;
|
|
·
|
non-solicitation restrictions to prevent the employee from attempting to solicit other employees; and
|
|
·
|
any other issues specific to the employment situation.
|
|
·
|
at least 50% in fair-market value of all of the Company’s assets are sold to a party or parties acting jointly or in concert (as determined pursuant to the Ontario Securities Act, R.S.O. 1990, c.S.5, as amended (the “OSA”), mutatis mutandis) in one or more transactions occurring within a period of two (2) years; or
|
|
·
|
a direct or indirect acquisition of voting shares of the Company by a person or group of persons acting jointly or in concert that, when taken together with any voting shares owned directly or indirectly by such person or group of persons at the time of the acquisition, constitutes 40% or more of the Company’s outstanding voting shares, provided that the direct or indirect acquisition of voting shares of the Company by Electrum, including all persons acting jointly or in concert with Electrum, shall not constitute a “Change of Control” unless the acquisition of such additional voting shares, when taken together with any voting shares or securities convertible into voting shares (“Convertible Securities”) held directly or indirectly by Electrum at the time of acquisition, constitutes 50% or more of the Company’s outstanding voting shares. All Convertible Securities owned by Electrum will be deemed to be fully converted or exercised and the number of the Company’s outstanding voting shares will be adjusted to reflect such conversion or exercise; or
|
|
·
|
a majority of the nominees of the then-incumbent Board of Directors of the Company standing for election to the Company’s Board of Directors are not elected at any annual or special meeting of the Company’s Shareholders; or
|
|
·
|
the Company is merged, amalgamated, consolidated or reorganized into or with another body corporate or other legal person and, as a result of such business combination, more than 40% of the voting shares of such body corporate or legal person immediately after such transaction are beneficially held in the aggregate by a person or body corporate (or persons or bodies corporate acting jointly or in concert) and such person or body corporate (or persons or bodies corporate acting jointly or in concert) beneficially held less than 40% of the Company’s voting shares immediately prior to such transaction.
|
|
·
|
the Company seeks to attract directors with experience working for larger companies than that of our Peer Group because of our large joint venture partners; and
|
|
·
|
the Company seeks to attract directors with experience working for larger companies than that of our Peer Group because of the scale and quality of the Company’s assets under development in comparison to our Peer Group’s assets.
|
|
·
|
For annual retainers, chair fees and meeting fees – 62.5th percentile of the market
|
|
·
|
For total direct compensation including stock based awards – 75th percentile of the market
|
Activity
|
Compensation
|
|
Membership on Board – Annual Retainer(1)
|
$35,000
|
per annum
|
Chairman of the Board
|
$50,000
|
per annum
|
Preparation and attendance at Board and Committee meetings
|
$1,750
|
per meeting
|
Audit Committee Chair
|
$16,000
|
per annum
|
All Other Committee Chairs
|
$10,000
|
per annum
|
Director
(a)
|
Fees
Earned
or Paid
in Cash
(b)
|
Share-
Based
Awards(1)
(c)
|
Option-
Based
Awards(2)
(d)
|
Non-Equity
Incentive
Plan
Compensation
(e)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(f)
|
All Other
Compensation
(g)
|
Total
(h)
|
Sharon Dowdall
|
$57,300
|
$16,800
|
$174,253
|
Nil
|
Nil
|
Nil
|
$248,253
|
Marc Faber
|
$30,800
|
$16,800
|
$174,253
|
Nil
|
Nil
|
Nil
|
$221,853
|
Thomas Kaplan
|
$43,750
|
$33,600
|
$174,253
|
Nil
|
Nil
|
Nil
|
$251,603
|
Gillyeard Leathley
|
$37,350
|
$21,000
|
$174,253
|
Nil
|
Nil
|
Nil
|
$232,603
|
Igor Levental
|
$49,850
|
$21,000
|
$174,253
|
Nil
|
Nil
|
Nil
|
$245,103
|
Kalidas Madhavpeddi
|
$55,500
|
$16,800
|
$174,253
|
Nil
|
Nil
|
Nil
|
$246,553
|
Gerald McConnell
|
$33,500
|
$33,600
|
$174,253
|
Nil
|
Nil
|
Nil
|
$241,353
|
Clynton Nauman
|
$39,550
|
$16,800
|
$174,253
|
Nil
|
Nil
|
Nil
|
$230,603
|
Rick Van Nieuwenhuyse
|
$27,300
|
$16,800
|
$174,253
|
Nil
|
Nil
|
Nil
|
$218,353
|
Director
(a)
|
Fees
Earned
or Paid
in Cash
(b)
|
Share-
Based
Awards(1)
(c)
|
Option-
Based
Awards(2)
(d)
|
Non-Equity
Incentive
Plan
Compensation
(e)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(f)
|
All Other
Compensation
(g)
|
Total
(h)
|
Anthony Walsh
|
$56,300
|
$16,800
|
$174,253
|
Nil
|
Nil
|
Nil
|