8-K

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): February 7, 2023

Freeport-McMoRan Inc.

(Exact name of registrant as specified in its charter)

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:

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 7, 2023, the Board of Directors (the “Board”) of Freeport-McMoRan Inc. (“FCX”), upon the recommendation of the Governance Committee of the Board, increased the size of the Board and appointed Kathleen L. Quirk, FCX’s President, to serve as a director of FCX, effective immediately. Ms. Quirk will serve as a director until FCX’s 2023 annual meeting of stockholders and until her successor is duly elected and qualified.

There is no arrangement or understanding between Ms. Quirk and any other person pursuant to which she was appointed as a director. There are no transactions in which Ms. Quirk has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Ms. Quirk will serve as a non-independent member of the Board, and the Board does not expect to appoint Ms. Quirk as a member of any of its standing committees. FCX’s Board is now comprised of twelve members, including ten independent directors.

Ms. Quirk will not receive any additional compensation as a result of her appointment to the Board.

FCX issued a press release dated February 7, 2023, announcing the appointment of Ms. Quirk to its Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 5.02.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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: February 8, 2023

fcx_230207

1 Freeport-McMoRan Announces Appointment of Kathleen L. Quirk to its Board of Directors PHOENIX, AZ, February 7, 2023 - Freeport-McMoRan Inc. (NYSE: FCX) announced today the appointment of Kathleen L. Quirk, FCX’s President, to its Board of Directors, effective immediately. Following this appointment, FCX’s Board of Directors is now comprised of twelve members, including ten independent directors, who possess a diverse range of experiences and strong corporate governance credentials. Richard C. Adkerson, Chairman and Chief Executive Officer, said, “Kathleen is a proven leader and a key long-term contributor in establishing Freeport as a global leader in the copper industry. Kathleen’s strategic insights and contributions to our Board will be valuable to our company’s ongoing growth and success.” Dustan E. McCoy, Lead Independent Director, said, “I am pleased to welcome Kathleen to the Freeport Board. The Board has interacted extensively with Kathleen over her long tenure at Freeport and has benefitted immensely from the depth and breadth of her expertise, financial and operational insights and strategic vision.” Ms. Quirk has served as President of FCX since February 2021. Ms. Quirk has over thirty years of experience in the FCX organization and is a senior member of the company’s executive team. Ms. Quirk has been instrumental in FCX’s strategic planning and has responsibility for a broad range of corporate functions. Ms. Quirk previously served as Chief Financial Officer of the company from December 2003 to March 2022. During that period, she was named Best CFO in Metals and Mining by Institutional Investor magazine on numerous occasions. Ms. Quirk holds a Bachelor of Science in Accounting from Louisiana State University. She currently serves on the Board of Directors of Vulcan Materials Company. FREEPORT: Foremost in Copper FCX is a leading international mining company with headquarters in Phoenix, Arizona. FCX operates large, long-lived, geographically diverse assets with significant proven and probable reserves of copper, gold and molybdenum. FCX is one of the world’s largest publicly traded copper producers. FCX’s portfolio of assets includes the Grasberg minerals district in Indonesia, one of the world’s largest copper and gold deposits; and significant mining operations in North America and South America, including the large-scale Morenci minerals district in Arizona and the Cerro Verde operation in Peru. By supplying responsibly produced copper, FCX is proud to be a positive contributor to the world well beyond its operational boundaries. Additional information about FCX is available on FCX's website at fcx.com. Cautionary Statement Regarding Forward-Looking Statements: This press release contains forward-looking statements, which are all statements other than statements of historical facts. FCX cautions readers that forward-looking statements are not guarantees of future performance and actual results may differ materially from those anticipated, expected, projected or assumed in the forward-looking statements. Important factors that can cause FCX's actual results to differ materially from those anticipated in the forward-looking statements

2 include, but are not limited to, the factors described in more detail under the heading “Risk Factors” in FCX's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the U.S. Securities and Exchange Commission (SEC). Investors are cautioned that many of the assumptions upon which FCX’s forward-looking statements are based are likely to change after the date the forward-looking statements are made. Further, FCX may make changes to its business plans that could affect its results. FCX cautions investors that it undertakes no obligation to update any forward-looking statements, which speak only as of the date made, notwithstanding any changes in its assumptions, changes in business plans, actual experience or other changes. # # #