8-K
NEWMONT Corp /DE/ (NEM)
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):
April 21, 2022
Newmont Corporation
(Exact name of Registrant as Specified in ItsCharter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-31240
(Commission File Number)
84-1611629
(I.R.S. Employer Identification No.)
6900 E. Layton Avenue, Denver, CO 80237
(Address of principal executive offices) (zip code)
(303) 863-7414
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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<br><br>Symbol | Name of each exchange on which<br><br> registered |
|---|---|---|
| Common stock, par value $1.60 per share | NEM | 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 |
|---|
On April 21, 2022, Newmont Corporation, a Delaware Corporation (the “Company”) held its 2022 Annual Meeting of Stockholders. The following matters were voted upon at the Annual Meeting: (1) the election of Directors; (2) the advisory vote on the compensation of the Named Executive Officers; and (3) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022.
All matters voted on at the Annual Meeting were approved. Abstentions are counted in tabulations of the votes cast on proposals presented to stockholders (except with respect to the Election of Directors, where abstentions are excluded). The voting results were as follows:
Proposal #1 – Election of Directors
| Name | Votes For | % of<br><br> votes<br><br> cast | Withheld <br><br>Votes | % of<br><br> votes <br><br>cast | Abstentions | Broker Non-Votes | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Patrick Awuah | 592,096,028 | 99.76 | 1,424,621 | 0.24 | 469,054 | 48,702,982 | ||||||
| Gregory Boyce | 589,483,457 | 99.32 | 4,027,154 | 0.68 | 479,092 | 48,702,982 | ||||||
| Bruce Brook | 549,835,993 | 92.77 | 42,840,764 | 7.23 | 1,312,946 | 48,702,982 | ||||||
| Maura Clark | 590,905,783 | 99.56 | 2,617,030 | 0.44 | 466,890 | 48,702,982 | ||||||
| Emma FitzGerald | 592,215,792 | 99.78 | 1,318,049 | 0.22 | 455,862 | 48,702,982 | ||||||
| Mary Laschinger | 590,917,906 | 99.56 | 2,606,209 | 0.44 | 465,588 | 48,702,982 | ||||||
| José Manuel Madero | 592,144,098 | 99.77 | 1,372,496 | 0.23 | 473,109 | 48,702,982 | ||||||
| René Médori | 585,721,607 | 98.69 | 7,791,241 | 1.31 | 476,855 | 48,702,982 | ||||||
| Jane Nelson | 586,259,612 | 98.77 | 7,274,012 | 1.23 | 456,079 | 48,702,982 | ||||||
| Tom Palmer | 592,270,080 | 99.79 | 1,239,531 | 0.21 | 480,092 | 48,702,982 | ||||||
| Julio Quintana | 578,913,632 | 97.65 | 13,916,305 | 2.35 | 1,159,766 | 48,702,982 | ||||||
| Susan Story | 592,216,015 | 99.78 | 1,314,662 | 0.22 | 459,026 | 48,702,982 |
Proposal #2 – Advisory Resolution to Approve Named ExecutiveOfficer Compensation
| % of votes cast <br> on the Proposal | |||
|---|---|---|---|
| Votes For | 549,250,895 | 92.47 | |
| Votes Against | 43,518,911 | 7.33 | |
| Abstentions | 1,219,897 | 0.20 | |
| Broker Non-Votes | 48,702,982 | — |
Proposal #3 - Ratification of Independent Registered Public AccountingFirm
| % of votes cast <br> at the Annual Meeting | |||
|---|---|---|---|
| Votes For | 638,414,009 | 99.33 | |
| Votes Against | 3,662,011 | 0.57 | |
| Abstentions | 616,665 | 0.10 |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ Logan Hennessey |
|---|---|
| Name: | Logan Hennessey |
| Title: | Vice President, Associate General Counsel and Corporate Secretary |
Dated: April 22, 2022
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