Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - NEWMONT Corp /DE/ | d716461dex991.htm |
| EX-99.2 - EX-99.2 - NEWMONT Corp /DE/ | d716461dex992.htm |
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 23, 2014
Newmont Mining Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-31240
(Commission File Number)
84-1611629
(I.R.S. Employer Identification No.
6363 South Fiddlers Green Circle, Greenwood Village, CO 80111
(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)) |
ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On April 23, 2014, Newmont Mining Corporation, a Delaware Corporation (the “Company”) held its 2014 Annual Meeting of Stockholders. The following matters were voted upon at the Annual Meeting: (1) the election of Directors; (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2014; (3) the advisory vote on the compensation of the Named Executive Officers; and (4) a stockholder proposal regarding political spending disclosure.
The following matters voted on at the Annual Meeting were approved. The voting results were as follows:
Proposal #1 – Election of Directors
| Name |
Votes For | % of votes cast |
Withheld Votes |
% of votes cast |
Abstentions | Broker Non- Votes |
||||||||||||||||||
| Bruce R. Brook |
302,149,121 | 99.4 | 1,869,776 | 0.6 | 1,978,359 | 71,857,674 | ||||||||||||||||||
| J. Kofi Bucknor |
301,582,096 | 99.2 | 2,411,294 | 0.8 | 2,003,866 | 71,857,674 | ||||||||||||||||||
| Vincent. A. Calarco |
300,616,188 | 99.1 | 2,597,303 | 0.9 | 2,783,765 | 71,857,674 | ||||||||||||||||||
| Joseph A. Carrabba |
301,575,884 | 99.1 | 2,640,373 | 0.9 | 1,780,999 | 71,857,674 | ||||||||||||||||||
| Noreen Doyle |
302,581,114 | 99.5 | 1,671,839 | 0.6 | 1,744,303 | 71,857,674 | ||||||||||||||||||
| Gary J. Goldberg |
302,917,555 | 99.6 | 1,342,610 | 0.4 | 1,737,091 | 71,857,674 | ||||||||||||||||||
| Veronica M. Hagen |
301,774,582 | 99.2 | 2,483,051 | 0.8 | 1,739,623 | 71,857,674 | ||||||||||||||||||
| Jane Nelson |
301,721,244 | 99.2 | 2,519,654 | 0.8 | 1,756,358 | 71,857,674 | ||||||||||||||||||
| Donald C. Roth |
301,509,976 | 99.1 | 2,698,527 | 0.9 | 1,788,753 | 71,857,674 | ||||||||||||||||||
Proposal #2 – Ratification of Auditors
| % of votes cast at the Annual Meeting |
||||||||
| Votes For |
374,267,245 | 99.1 | ||||||
| Votes Against |
2,564,566 | 0.7 | ||||||
| Abstentions |
1,023,119 | 0.3 | ||||||
Proposal #3 – Advisory Vote on the Compensation of the Named Executive Officers
| % of votes cast on the Proposal |
||||||||
| Votes For |
275,330,125 | 90.0 | ||||||
| Votes Against |
20,179,195 | 6.6 | ||||||
| Abstentions |
10,487,255 | 3.4 | ||||||
| Broker Non-Votes |
71,858,355 | — | ||||||
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The following matter voted on at the Annual Meeting was defeated. The voting results were as follows:
Proposal #4 – Stockholder Proposal Regarding Political Spending Disclosure
| % of votes cast on the Proposal |
||||||||
| Votes For |
18,025,568 | 5.9 | ||||||
| Votes Against |
248,010,269 | 81.1 | ||||||
| Abstentions |
39,960,738 | 13.1 | ||||||
| Broker Non-Votes |
71,858,355 | — | ||||||
For purposes of this Item 5.07, percentages have been rounded.
ITEM 7.01. REGULATION FD DISCLOSURE
In news releases issued on April 28, 2014, the Company responded to news releases issued by Barrick Gold Corporation. Copies of the Company’s news releases are attached as Exhibit 99.1 and Exhibit 99.2 to this report.
The information, including Exhibit 99.1 and Exhibit 99.2 attached hereto, in this Item 7.01 of this Current Report is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as otherwise stated in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number |
Description of Exhibits | |
| 99.1 | News Release, dated April 28, 2014 | |
| 99.2 | News Release, dated April 28, 2014 |
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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/ Stephen P. Gottesfeld | |
| Name: | Stephen P. Gottesfeld | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
Dated: April 28, 2014
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EXHIBIT INDEX
| Exhibit Number |
Description of Exhibits | |
| 99.1 | News Release, dated April 28, 2014 | |
| 99.2 | News Release, dated April 28, 2014 |
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