Company Overview - NOVAGOLD RESOURCES INC. has appointed Ali Erfan to its Board of Directors, filling the vacancy left by Diane Garrett's departure [1][2] - Ali Erfan is a long-standing Vice-Chairman of The Electrum Group, which is NOVAGOLD's largest shareholder and a leader in precious metals mining [2] - The company is focused on the development of the Donlin Gold project in Alaska, which is recognized as one of the largest and highest-grade open-pit gold deposits globally [4] Board Member Background - Mr. Erfan has extensive experience in capital markets and has been with Electrum since 2007, contributing to significant investments in the mining sector [2] - He was a founding board member of Leor Energy, which was sold to Encana for $2.6 billion in 2007 [2] - His previous roles include being a senior partner at 3i Group plc and involvement in several early-stage technology companies that achieved successful IPOs and M&A exits [3] Donlin Gold Project Details - The Donlin Gold project has approximately 39 million ounces of gold in the Measured and Indicated Mineral Resource categories, with Proven and Probable Mineral Reserves of 541 million tonnes at an average grade of approximately 2.24 grams per tonne [4][7] - Once in production, the project is expected to produce over one million ounces of gold annually over a mine life of 27 years [4] - The project possesses Proven Reserves of approximately 8 million tonnes grading 2.32 grams per tonne and Probable Reserves of approximately 497 million tonnes grading 2.08 grams per tonne [8]

Core Viewpoint - NovaGold Resources Inc. is reintroducing itself into the gold development space, highlighting its strategic focus on the Donlin Gold project and its financial results for Q2 2025 [5]. Group 1: Company Overview - The conference call features key company executives including the Chairman, President and CEO, and CFO, indicating a comprehensive update on company performance and future plans [3]. - The call is part of NovaGold's efforts to communicate its financial results and project updates to stakeholders [2]. Group 2: Financial Results - The Q2 2025 financial results are a focal point of the conference, suggesting that the company is in a critical phase of its financial performance assessment [2]. - The presentation includes forward-looking statements, indicating the company's commitment to transparency regarding its projections and goals [4]. Group 3: Project Focus - The Donlin Gold project is emphasized as a key area of focus for NovaGold, reflecting the company's strategic direction in the gold sector [3].

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) NOVAGOLD reported a net loss of $54.3 million, primarily due to a $39.6 million non-cash charge, with treasury strengthened to $319 million Q2 2025 Financial Results | Metric | Value (in thousands of U.S. dollars) | | :--- | :--- | | Net Earnings | ($54,275) | | Earnings Per Share | ($0.15) | | Non-cash, Non-recurring Warrant Charge | $39,607 | | Net Cash Expenditures | $8,300 | | - Donlin Gold Funding | $6,800 | | - Corporate G&A Costs | $1,600 | - As of May 31, 2025, NOVAGOLD held approximately **$319 million** in cash and term deposits after closing a public equity offering and private placement[4](index=4&type=chunk) - Subsequent to the quarter's end, after closing the Donlin Gold Transaction and the overallotment option, NOVAGOLD's pro-forma treasury was approximately **$136 million** in cash and term deposits[6](index=6&type=chunk) [Key Milestones and Strategic Achievements](index=1&type=section&id=Key%20Milestones%20and%20Strategic%20Achievements) NOVAGOLD acquired Barrick's 50% Donlin Gold interest, increasing its stake to 60%, funded by a $234 million equity offering, and advanced the 15,000-meter drill program - Announced and closed a pivotal **$1 billion** transaction with Paulson Advisers to acquire Barrick's **50%** interest in Donlin Gold LLC, increasing NOVAGOLD's ownership to **60%**[2](index=2&type=chunk)[8](index=8&type=chunk)[12](index=12&type=chunk) - Strengthened the treasury by completing a public equity offering and private placement of **65 million shares**, resulting in approximately **$234 million** in net proceeds to fund the acquisition and future work[9](index=9&type=chunk)[12](index=12&type=chunk) - The Donlin Gold **15,000-meter** drill program is underway, with approximately **8,401 meters** completed, and is now focused on converting and expanding reserves and resources[9](index=9&type=chunk)[12](index=12&type=chunk)[16](index=16&type=chunk) - Initiated preparations for an updated Feasibility Study, with contracts expected to be awarded by year-end[12](index=12&type=chunk) [President's Message](index=3&type=section&id=President%27s%20Message) The President highlighted the transformational quarter, marked by the new partnership with Paulson Advisers to increase NOVAGOLD's Donlin Gold ownership to 60% and advance the project [A New Partnership Marks a Pivotal Catalyst to Advance Donlin Gold](index=3&type=section&id=A%20New%20Partnership%20Marks%20a%20Pivotal%20Catalyst%20to%20Advance%20Donlin%20Gold) The partnership with Paulson Advisers is a major catalyst for Donlin Gold, which holds approximately **39 million ounces** of gold at **2.24 g/t** - The partnership with Paulson Advisers is a major milestone, underscoring the exceptional quality of the Donlin Gold project[14](index=14&type=chunk) - Donlin Gold is one of the largest known undeveloped gold deposits with approximately **39 million ounces** in Measured and Indicated Resources at a grade of **2.24 g/t**[15](index=15&type=chunk) [Adding Valuation Through the Drill Bit](index=3&type=section&id=Adding%20Valuation%20Through%20the%20Drill%20Bit) Donlin Gold completed **8,401 meters** of its **15,000-meter** drill program, now focused on resource conversion and expansion - The **15,000-meter** drill program pivoted on May 4, 2025, to prioritize resource conversion and expansion[16](index=16&type=chunk) - A total of **8,401 meters** out of a planned **15,000 meters** was completed by the end of the second quarter[16](index=16&type=chunk) [Reinforcing the Project's Importance Through Engagement and Support](index=3&type=section&id=Reinforcing%20the%20Project%27s%20Importance%20Through%20Engagement%20and%20Support) Donlin Gold actively engaged with stakeholders and local communities, supporting environmental and safety initiatives like 'Clean-up Green-up' - Management met with the Alaska Congressional delegation, Governor, and other officials to reinforce the project's importance to the state and Y-K region[17](index=17&type=chunk) - Conducted community meetings, including one in Crooked Creek and the fifth Subsistence Community Advisory Committee (SCAC) meeting at the project site[18](index=18&type=chunk) - Supported the annual "Clean-up Green-up" program in **47 communities** and the Summer Safety Program along the Kuskokwim River[25](index=25&type=chunk)[26](index=26&type=chunk) [Project Development and Permitting Status](index=5&type=section&id=Project%20Development%20and%20Permitting%20Status) NOVAGOLD and Donlin Gold are defending key state permits in litigation, with Alaska Supreme Court decisions expected in 2025, and advancing Dam Safety Certificates - Litigation regarding state water rights permits and the pipeline Right-of-Way has been argued before the Alaska Supreme Court, with decisions expected in 2025[27](index=27&type=chunk) - A federal court denied a request to vacate the project's permits and remanded a narrow issue on tailings analysis to the agencies for supplementation, while keeping the permits in place[28](index=28&type=chunk) - The company is advancing Dam Safety Certificates, with comments from the Alaska Department of Natural Resources (ADNR) expected in 2025 and bids for detailed design work under evaluation[29](index=29&type=chunk) [Financial Position and Outlook](index=5&type=section&id=Financial%20Position%20and%20Outlook) NOVAGOLD's cash and term deposits significantly increased due to an equity offering, leading to higher Donlin Gold funding and G&A expenses, with an updated forecast in Q3 Selected Balance Sheet Data (in thousands of U.S. dollars) | | May 31, 2025 | May 31, 2024 | | :--- | :--- | :--- | | Cash and term deposits | $318,737 | $112,568 | | Total assets | $329,295 | $121,577 | | Total liabilities | $164,018 | $149,049 | - Cash equivalents increased by **$251.5 million** in the first six months of 2025, primarily due to **$243.8 million** in net proceeds from the public equity offering and private placement[35](index=35&type=chunk) - The company expects its share of Donlin Gold funding and corporate G&A cash expenditures to be significantly higher than the previously issued 2025 guidance of **$21.5 million** and **$16.0 million**, respectively[38](index=38&type=chunk) - Near-term priorities include commencing the Feasibility Study update, executing the 2025 drill program, and supporting state permitting efforts[31](index=31&type=chunk) [Corporate Information](index=7&type=section&id=Corporate%20Information) NOVAGOLD is a well-financed precious metals company focused on developing the Donlin Gold project, with a conference call and webcast scheduled for Q2 results - NOVAGOLD is focused on developing the Donlin Gold project, which has approximately **39 million ounces** of gold in Measured and Indicated Mineral Resource categories[45](index=45&type=chunk) Conference Call & Webcast Details | | Details | | :--- | :--- | | Video Webcast: | www.novagold.com/investors/events/ | | North American callers: | 1-833-752-3655 | | International callers: | 1-647-846-8520 | - The Q3 2025 results and a Donlin Gold project update will be released on Wednesday, October 1, 2025[44](index=44&type=chunk)

Core Viewpoint - NOVAGOLD Resources Inc. has reported its second quarter results for 2025, highlighting significant developments in its Donlin Gold project, including a major acquisition and ongoing drilling activities aimed at resource expansion and feasibility study updates [1][10][12]. Financial Performance - As of May 31, 2025, NOVAGOLD held approximately $319 million in cash and term deposits, with net cash expenditures of $8.3 million for the quarter, primarily funding its share of the Donlin Gold project [3][30]. - The company reported a net loss of $54,275 for the second quarter, translating to an earnings per share of ($0.15), largely due to a non-cash charge related to warrants [4][28]. Project Developments - NOVAGOLD completed a $1 billion acquisition of Barrick Mining Corporation's 50% interest in Donlin Gold LLC, increasing its ownership to 60% [5][39]. - The company successfully raised approximately $234 million through a public equity offering and private placement, which funded the acquisition and ongoing project activities [8][9]. Drilling and Resource Expansion - A 15,000-meter drill program commenced in February 2025, focusing on converting and expanding reserves, with 8,401 meters completed by the end of the quarter [13][15]. - The Donlin Gold project is recognized as one of the largest undeveloped gold deposits globally, with approximately 39 million ounces in Measured and Indicated Resources at a grade of 2.24 grams per tonne, significantly above the industry average [12][43]. Regulatory and Community Engagement - The company has been actively engaging with stakeholders, including state officials and local communities, to reinforce the project's importance and support ongoing permitting efforts [14][19]. - NOVAGOLD continues to maintain its permits and pursue key state approvals, with recent court decisions favoring its water rights and pipeline certifications [20][22]. Future Outlook - The company plans to initiate an updated Feasibility Study and continue its drilling program, with expectations of increased funding requirements due to its higher ownership stake in Donlin Gold [23][31]. - Stakeholder outreach and investment initiatives across Alaska will remain a core focus as the project advances through development stages [24][32].

PART I - FINANCIAL INFORMATION [Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) NOVAGOLD reported a $63.4 million net loss for the six months ended May 31, 2025, primarily due to a $39.6 million non-cash warrant expense, despite strengthening its financial position with $243.8 million raised from equity offerings Condensed Consolidated Interim Balance Sheets (Unaudited, US dollars in thousands) | | May 31, 2025 | November 30, 2024 | | :--- | :--- | :--- | | **Current Assets** | | | | Cash and cash equivalents | $293,737 | $42,224 | | Term deposits | $25,000 | $59,000 | | **Total Assets** | **$329,295** | **$109,753** | | **Current Liabilities** | $4,189 | $4,486 | | Promissory note | $158,795 | $151,522 | | **Total Liabilities** | **$164,018** | **$157,169** | | **Total Equity (Deficit)** | **$165,277** | **($47,416)** | Condensed Consolidated Interim Statements of Loss (Unaudited, US dollars in thousands) | | Six months ended May 31, 2025 | Six months ended May 31, 2024 | | :--- | :--- | :--- | | General & administrative | $10,621 | $13,862 | | Equity loss – Donlin Gold | $8,762 | $6,951 | | Warrant expense | ($39,607) | — | | Interest expense - promissory note | ($7,273) | ($7,299) | | **Net loss** | **($63,391)** | **($24,018)** | | **Net loss per common share** | **($0.19)** | **($0.07)** | - On May 9, 2025, the company closed a public equity offering and a concurrent private placement, receiving aggregate gross proceeds of approximately **$243.8 million** before deducting fees and expenses of about **$9.7 million**[50](index=50&type=chunk)[51](index=51&type=chunk) - In connection with a backstop commitment agreement, the company issued **25.5 million warrants**, resulting in a non-cash warrant expense of **$39.6 million** in the second quarter of 2025[52](index=52&type=chunk)[54](index=54&type=chunk) - Subsequent to the quarter end, on June 3, 2025, the company acquired an additional **10% interest** in the Donlin Gold project for **$200 million**, increasing its economic interest to **60%**[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Donlin Gold project's increased stake to 60% via $260.4 million equity financing, noting a widened net loss from a $39.6 million warrant expense [Donlin Gold Transaction and Financing](index=21&type=section&id=Donlin%20Gold%20Transaction%20and%20Financing) On June 3, 2025, NOVAGOLD completed the acquisition of an additional 10% interest in Donlin Gold from Barrick for $200 million, increasing its economic stake to 60% - NOVAGOLD increased its economic stake in Donlin Gold to **60%** by acquiring an additional **10%** for **$200 million**, while Paulson acquired the remaining **40%** from Barrick[75](index=75&type=chunk)[80](index=80&type=chunk) - Despite holding a **60% economic interest**, NOVAGOLD's voting interest is contractually set at **50%** to ensure equal governance with its **40%** partner, Paulson[84](index=84&type=chunk)[121](index=121&type=chunk) - The transaction was funded by a **$195.2 million** public offering and a **$64.4 million** private placement, totaling **$260.4 million**[76](index=76&type=chunk) - The promissory note owed to Barrick was amended, providing an option for NOVAGOLD to prepay the full amount for **$100 million** on or before December 3, 2026[82](index=82&type=chunk)[107](index=107&type=chunk) [Donlin Gold Project Update](index=23&type=section&id=Donlin%20Gold%20Project%20Update) In the second quarter of 2025, activities at the Donlin Gold project focused on preparing for an updated feasibility study and advancing a 15,000-meter drill program - A **15,000-meter** drill program commenced in March, with **8,401 meters** completed by the end of the second quarter, focusing on resource conversion and expansion[88](index=88&type=chunk)[90](index=90&type=chunk) - The company is preparing for an updated feasibility study, with contracts expected to be awarded by year-end 2025[88](index=88&type=chunk) - On May 6, 2025, the Alaska Superior Court upheld the state's water quality certification for the project; this decision was subsequently appealed to the Alaska Supreme Court on May 28, 2025[96](index=96&type=chunk) - On June 10, 2025, a Federal District Court denied a request to vacate the project's federal permits and instead remanded the case to agencies for a supplemental analysis on a narrow issue, while retaining jurisdiction[98](index=98&type=chunk) [Financial Results and Liquidity](index=25&type=section&id=Financial%20Results%20and%20Liquidity) The net loss for the second quarter and first six months of 2025 increased by $40.6 million and $39.4 million respectively, primarily due to a one-time, non-cash warrant expense of $39.6 million - The increase in net loss for Q2 2025 was primarily driven by a **$39.6 million** non-cash, non-recurring charge for warrants issued under a backstop commitment agreement[100](index=100&type=chunk)[101](index=101&type=chunk) Liquidity Position (as of May 31, 2025) | Item | Amount (in thousands) | | :--- | :--- | | Cash and cash equivalents | $293,737 | | Term deposits | $25,000 | | **Total Cash and Term Deposits** | **$318,737** | - Pro-forma cash and cash equivalents were **$111.3 million** after the closing of the Donlin Gold Transaction (**$200 million** payment) and the exercise of the underwriters' overallotment option (**+$26.9 million** proceeds) in early June 2025[104](index=104&type=chunk)[106](index=106&type=chunk) - The company's share of Donlin Gold funding is expected to be higher than the previous 2025 guidance of **$21.5 million** due to the increased **60%** ownership stake and an expanded work plan[89](index=89&type=chunk)[105](index=105&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is exposed to credit risk through its concentration of cash and term deposits held at a few large Canadian banks with investment-grade ratings - Credit risk is concentrated in cash and term deposits held at a limited number of Canadian chartered banks with high credit ratings[113](index=113&type=chunk) - The promissory note owed to Barrick has a variable interest rate (U.S. prime + 2%). A **1%** change in the U.S. prime rate would alter the annual interest expense by approximately **$1,588 thousand**[114](index=114&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures as of May 31, 2025, and concluded they were effective - The President and CEO, along with the CFO, concluded that the company's disclosure controls and procedures were effective as of May 31, 2025[115](index=115&type=chunk) - No changes that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting occurred during the quarter[116](index=116&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is not aware of any material current, pending, or threatened litigation outside of the ordinary course of business - The company reports no material current, pending, or threatened litigation[118](index=118&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) New risks arise from shared governance with the 40% Donlin Gold co-owner, potentially impacting strategic decisions despite NOVAGOLD's 60% economic interest and funding obligation - A new risk factor is the dependence on cooperation with the new third-party co-owner of Donlin Gold, who holds a **40% economic interest** but shares equal governance rights[120](index=120&type=chunk) - Despite owning **60%** of Donlin Gold, NOVAGOLD's voting interest is contractually reduced to **50%**, while its funding obligation remains at **60%**. This disproportionate structure may reduce its ability to assert proportionate rights[121](index=121&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities or use of proceeds that require disclosure under this item - None reported[122](index=122&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None reported[122](index=122&type=chunk) [Mine Safety Disclosures](index=31&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[124](index=124&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information.) The company reported no other information - None reported[125](index=125&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section provides an index of exhibits filed with the report, including agreements related to the Donlin Gold transaction, warrants, and required officer certifications - The report includes an index of all exhibits filed, such as the Membership Interest Purchase Agreement, Backstop Agreement, and officer certifications[127](index=127&type=chunk)[132](index=132&type=chunk)

Core Viewpoint - NOVAGOLD Resources Inc. has published its 2024 Sustainability Report, highlighting its commitment to environmental responsibility, health and safety, social engagement, and corporate governance in line with GRI standards and TCFD recommendations [1][8]. Group 1: Sustainability and ESG Practices - The company emphasizes the evolution of its ESG practices, focusing on collaboration with local communities in the Yukon-Kuskokwim region to minimize environmental impacts and foster economic activity [2][5]. - Transparency is a key aspect of NOVAGOLD's approach, ensuring clear communication of sustainability priorities and ESG performance metrics since 2020 [6][8]. Group 2: Donlin Gold Project - NOVAGOLD is focused on advancing the Donlin Gold project, which is regarded as one of the largest and highest-grade open-pit gold deposits globally, with approximately 39 million ounces of gold in the Measured and Indicated Mineral Resource categories [9][13]. - The project is expected to produce an average of over one million ounces of gold per year over a 27-year mine life once in production [9]. Group 3: Community Engagement and Governance - The company highlights its ongoing commitment to community investments and stakeholder interactions, aiming to deliver lasting economic and social benefits through responsible development [5][8]. - NOVAGOLD aligns its sustainability efforts with the recommendations of TCFD and TNFD, as well as the GRI framework, to ensure comprehensive governance [8].

Group 1 - NOVAGOLD Resources Inc. will release its 2025 second quarter report before market open on June 25, 2025 [1] - A conference call and video webcast will follow the report release at 8:00 am PT, featuring updates from the Chairman and CEO on recent transactions and strategic implications [2] - The CFO will present a summary of the second quarter financial results during the webcast [2] Group 2 - Questions can be submitted prior to the call via email, and there will be an opportunity for live questions during the webcast [3] - The video webcast will be archived on NOVAGOLD's website for one year, and a transcript will be available for download [4]

Core Viewpoint - NOVAGOLD Resources Inc. has successfully completed the full exercise of the underwriters' option, resulting in the sale of an additional 7,177,500 common shares at a price of $3.75 per share, leading to increased net proceeds of approximately $195.2 million from the public offering [1][2]. Group 1: Financial Details - The total number of common shares sold in the public offering has increased to 55,027,500 shares [2]. - The net proceeds from the offering, after deducting underwriting discounts and offering expenses, amount to approximately $195.2 million [2]. - The company intends to use approximately $25.6 million of the net proceeds for general corporate purposes, including expenses related to updating the Donlin Gold Feasibility Study [3]. Group 2: Underwriters and Regulatory Information - Citigroup, RBC Capital Markets, BMO Capital Markets, and Canaccord Genuity acted as joint book-running managers for the public offering [4]. - A shelf registration statement on Form S-3 was filed with the SEC on April 23, 2025, and became effective upon filing [5]. Group 3: Company Overview - NOVAGOLD is focused on the development of the Donlin Gold project, which is located in Alaska and is considered one of the largest and highest-grade open-pit gold deposits globally [7].

Core Viewpoint - NOVAGOLD Resources Inc. and Paulson Advisers LLC have successfully closed the acquisition of Barrick Mining Corporation's 50% interest in the Donlin Gold project, resulting in a new ownership structure for Donlin Gold LLC to further advance the project in Alaska [1][2][3]. Company Summary - NOVAGOLD increased its ownership in Donlin Gold LLC from 50% to 60% by acquiring an additional 10% for $200 million, while Paulson acquired a 40% interest for $800 million [2][6]. - The transaction is described as transformational for NOVAGOLD, marking a significant step in advancing one of the most promising gold development projects globally [3]. - As of March 1, 2025, NOVAGOLD had $327 million available to fund the acquisition and ongoing activities at Donlin Gold, and it has the option to prepay $90 million of outstanding debt owed to Barrick within 18 months [3]. Industry Summary - The Donlin Gold project is recognized as one of the largest and highest-grade open-pit gold deposits in the world, located in Alaska, a jurisdiction known for its safety in mining operations [4]. - A strategic review of the Donlin Gold 2025 budget, amounting to $43 million on a 100% basis, will be conducted in coordination with Paulson [7]. - Key activities planned include updating the Feasibility Study, executing a drill program to convert and expand reserves, advancing technical work, and supporting state permitting efforts [7].

Core Points - NOVAGOLD Resources Inc. announced the results of its Annual General Meeting of Shareholders held on May 15, 2025, where all proposals were approved and all director nominees were elected [1][5] - A total of 275,809,182 shares, representing 82.41% of the Company's issued and outstanding shares, were represented at the Meeting [1][5] Shareholder Engagement - During the proxy outreach, NOVAGOLD contacted shareholders owning over 50,000 shares, who collectively hold approximately 89.92% of the Company's voting shares [2][5] - The input from shareholders has contributed to improvements in the Company's governance and compensation practices year-over-year [2] Shareholder Voting Results Proposal 1 – Election of Directors - All nominees listed in the Management Information Circular were elected as Directors, with the following vote outcomes: - Dr. Elaine Dorward-King: 93.96% votes for [3] - Dr. Diane Garrett: 99.54% votes for [3] - Dr. Thomas Kaplan: 99.34% votes for [3] - Hume Kyle: 99.27% votes for [3] - Gregory Lang: 99.74% votes for [3] - Kalidas Madhavpeddi: 85.04% votes for [3] - Kevin McArthur: 98.30% votes for [3] - Daniel Muñiz-Quintanilla: 94.03% votes for [3] - Ethan Schutt: 99.63% votes for [3] - Dawn Whitaker: 97.95% votes for [3] Proposal 2 – Appointment of Auditors - The appointment of PricewaterhouseCoopers LLP as auditors was approved [4] Proposal 3 – Advisory Approval of Executive Compensation ("Say-on-Pay") - The advisory vote on executive compensation received the following results: - Votes For: 180,443,860 (70.65%) - Votes Against: 73,007,164 (28.58%) - Abstentions: 1,939,929 (0.75%) [6]