UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2023
Freeport-McMoRan Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-11307-01 | 74-2480931 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer Identification No.) |
| | | | | | | | |
| 333 North Central Avenue | |
| Phoenix | AZ | 85004 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (602) 366-8100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.10 per share | FCX | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
Freeport-McMoRan Inc. (FCX) held its 2023 annual meeting of stockholders on June 6, 2023 (the 2023 Annual Meeting). At the 2023 Annual Meeting, FCX’s stockholders (1) elected each of the twelve director nominees listed below to serve as a director of FCX for a term that will continue until the next annual meeting of stockholders and until his or her successor is elected and duly qualified; (2) approved, on an advisory basis, the compensation of FCX’s named executive officers; (3) approved, on an advisory basis, the frequency of one year for future advisory votes on the compensation of FCX’s named executive officers; and (4) ratified the appointment of Ernst & Young LLP as FCX’s independent registered public accounting firm for 2023.
Of the 1,433,254,947 shares of FCX’s common stock outstanding as of the record date on April 10, 2023, 1,223,280,335 shares were represented in person, including by means of remote communication, or by proxy at the 2023 Annual Meeting. The inspector of election reported the final vote of stockholders as follows:
Proposal No. 1: Election of twelve directors.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Name | | Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| David P. Abney | | 1,107,693,223 | | 12,876,999 | | 2,338,044 | | 100,372,068 |
| Richard C. Adkerson | | 1,080,987,715 | | 38,962,289 | | 2,958,262 | | 100,372,068 |
| Marcela E. Donadio | | 1,096,961,912 | | 23,617,960 | | 2,328,394 | | 100,372,068 |
| Robert W. Dudley | | 1,111,795,219 | | 8,757,703 | | 2,355,344 | | 100,372,068 |
| Hugh Grant | | 1,114,802,996 | | 5,735,796 | | 2,369,475 | | 100,372,068 |
| Lydia H. Kennard | | 1,100,399,402 | | 20,234,623 | | 2,274,241 | | 100,372,068 |
| Ryan M. Lance | | 1,117,424,306 | | 3,116,302 | | 2,367,658 | | 100,372,068 |
| Sara Grootwassink Lewis | | 1,115,476,798 | | 5,114,881 | | 2,316,588 | | 100,372,068 |
| Dustan E. McCoy | | 1,028,412,198 | | 32,388,865 | | 62,107,204 | | 100,372,068 |
| Kathleen L. Quirk | | 1,111,470,123 | | 9,152,949 | | 2,285,195 | | 100,372,068 |
| John J. Stephens | | 1,114,674,535 | | 5,359,980 | | 2,873,751 | | 100,372,068 |
| Frances Fragos Townsend | | 1,096,116,603 | | 24,510,565 | | 2,281,099 | | 100,372,068 |
Proposal No. 2: Approval, on an advisory basis, of the compensation of FCX's named executive officers.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 1,082,629,419 | | 35,592,118 | | 4,686,729 | | 100,372,068 |
Proposal No. 3: Approval, on an advisory basis, of the frequency of future advisory votes on the compensation of FCX’s named executive officers.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Votes For 1 Year | | Votes For 2 Years | | Votes For 3 Years | | Abstentions | | Broker Non-Votes |
| 1,100,629,638 | | 1,696,173 | | 17,797,707 | | 2,784,748 | | 100,372,068 |
Consistent with the results of the vote on Proposal No. 3 and the recommendation of FCX’s Board of Directors, FCX has decided to hold an advisory vote on the compensation of its named executive officers every year until the next required stockholder vote on the frequency of future advisory votes on the compensation of FCX’s named executive officers.
Proposal No. 4: Ratification of the appointment of Ernst & Young LLP as FCX's independent registered public accounting firm for 2023.
| | | | | | | | | | | | | | | | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 1,192,269,475 | | 28,480,860 | | 2,529,999 | | N/A |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Freeport-McMoRan Inc.
By: /s/ Douglas N. Currault II
----------------------------------------
Douglas N. Currault II
Senior Vice President and General Counsel
(authorized signatory)
Date: June 7, 2023
