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 15, 2011
FREEPORT-McMoRan COPPER & GOLD 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) | | (I.R.S. Employer
Identification
Number) |
| | | |
|
| 333 North Central Avenue | | |
| Phoenix, Arizona | | 85004-4414 |
| (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:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07Submission of Matters to a Vote of Security Holders.
Freeport-McMoRan Copper & Gold Inc. (the Company) held its 2011 annual meeting of stockholders on June 15, 2011 in Wilmington, Delaware. At the annual meeting, the Company’s stockholders (1) elected each of the twelve persons listed below to serve as a director of the Company for a term that will continue until the next annual meeting of stockholders, (2) failed to approve, on an advisory basis, the compensation of the named executive officers, (3) approved, on an advisory basis, future advisory votes on the compensation of the named executive officers to be held every year, (4) ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the 2011 fiscal year, and (5) failed to approve a stockholder proposal regarding requirements for a director candidate.
Of the 947,155,321 shares of the Company’s common stock outstanding as of the record date, 745,378,829 shares were represented at the annual meeting. The independent inspector of elections reported the vote of stockholders as follows:
Proposal 1: Election of twelve directors.
| | | | | | | | | | | | | |
| | | | | | | Votes | | Broker |
| Name | | Votes For | | Withheld | | Non-Votes |
| Richard C. Adkerson | | | 635,270,019 | | | | 7,394,233 | | | | 102,714,577 | |
| Robert J. Allison, Jr. | | | 548,681,424 | | | | 93,982,828 | | | | 102,714,577 | |
| Robert A. Day | | | 628,924,982 | | | | 13,739,270 | | | | 102,714,577 | |
| Gerald J. Ford | | | 562,083,041 | | | | 80,581,211 | | | | 102,714,577 | |
| H. Devon Graham, Jr. | | | 588,553,673 | | | | 54,110,579 | | | | 102,714,577 | |
| Charles C. Krulak | | | 596,550,804 | | | | 46,113,448 | | | | 102,714,577 | |
| Bobby Lee Lackey | | | 590,374,279 | | | | 52,289,973 | | | | 102,714,577 | |
| Jon C. Madonna | | | 639,518,689 | | | | 3,145,563 | | | | 102,714,577 | |
| Dustan E. McCoy | | | 629,089,882 | | | | 13,574,370 | | | | 102,714,577 | |
| James R. Moffett | | | 630,145,631 | | | | 12,518,621 | | | | 102,714,577 | |
| B. M. Rankin, Jr. | | | 587,437,908 | | | | 55,226,344 | | | | 102,714,577 | |
| Stephen H. Siegele | | | 639,626,224 | | | | 3,038,028 | | | | 102,714,577 | |
Proposal 2: Approve, on an advisory basis, the compensation of the named executive officers.
| | | | | | | |
| | | Votes | | | | Broker |
| Votes For | | Against | | Abstentions | | Non-Votes |
| 292,183,899 | | 346,626,879 | | 3,853,474 | | 102,714,577 |
Proposal 3: Approve, on an advisory basis, the frequency of future advisory votes on the compensation of the named executive officers.
| | | | | | | | | |
| | | | | | | | | Broker |
| 1 Year | | 2 Years | | 3 Years | | Abstentions | | Non-Votes |
| 551,072,455 | | 7,873,551 | | 80,556,354 | | 3,161,892 | | 102,714,577 |
In accordance with the results of the vote on Proposal 3, the Company, based on the recommendation of its board of directors and the vote of its stockholders, determined to implement an annual advisory vote on the compensation of named executive officers until the next required vote on the frequency of shareholder votes on the compensation of executives. The Company is required to hold a vote on frequency every six years.
Proposal 4: Ratification of appointment of Ernst & Young LLP as the independent registered public accounting firm.
| | | | | |
| | | Votes | | |
| Votes For | | Against | | Abstentions |
| 737,252,091 | | 7,315,840 | | 810,898 |
Proposal 5: Stockholder Proposal regarding requirements for a director candidate.
| | | | | | | |
| | | Votes | | | | Broker |
| Votes For | | Against | | Abstentions | | Non-Votes |
| 192,611,674 | | 432,644,339 | | 17,408,239 | | 102,714,577 |
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 COPPER & GOLD INC.
| |
| | By: | /s/ C. Donald Whitmire, Jr. | |
| | | C. Donald Whitmire, Jr. | |
| | | Vice President and Controller - Financial Reporting
(authorized signatory and Principal Accounting Officer) | |
Date: June 17, 2011
