Freeport-McMoRan Changes Fiscal Year End
Ticker: FCX · Form: 8-K · Filed: Jun 12, 2024 · CIK: 831259
| Field | Detail |
|---|---|
| Company | Freeport-Mcmoran INC (FCX) |
| Form Type | 8-K |
| Filed Date | Jun 12, 2024 |
| Risk Level | low |
| Pages | 5 |
| Reading Time | 6 min |
| Key Dollar Amounts | $0.10 |
| Sentiment | neutral |
Sentiment: neutral
Topics: corporate-governance, fiscal-year-change
Related Tickers: FCX
TL;DR
FCX just changed its fiscal year end. Big deal?
AI Summary
On June 11, 2024, Freeport-McMoRan Inc. filed an 8-K report detailing a change in its fiscal year end from December 31st to a new, unspecified date. This change was approved by the company's Board of Directors. The filing also noted the submission of matters to a vote of security holders and other events, along with financial statements and exhibits.
Why It Matters
A change in fiscal year end can impact financial reporting timelines and potentially signal strategic shifts in the company's operational or reporting structure.
Risk Assessment
Risk Level: low — The filing reports a change in fiscal year end, which is a procedural change and does not inherently indicate financial distress or significant operational risk.
Key Players & Entities
- Freeport-McMoRan Inc. (company) — Registrant
- June 11, 2024 (date) — Date of earliest event reported
- December 31st (date) — Previous fiscal year end
- Board of Directors (company) — Approved the change
FAQ
What is the new fiscal year end date for Freeport-McMoRan Inc.?
The filing states that the Board of Directors approved a change in the fiscal year end, but the specific new date is not provided in this report.
When was the decision to change the fiscal year end made?
The earliest event reported in this 8-K filing is June 11, 2024, which is when the change was reported.
Who approved the change in Freeport-McMoRan's fiscal year end?
The change in fiscal year end was approved by the company's Board of Directors.
What was the previous fiscal year end for Freeport-McMoRan Inc.?
The previous fiscal year end for Freeport-McMoRan Inc. was December 31st.
Are there any financial statements or exhibits included with this filing?
Yes, the filing indicates that financial statements and exhibits are included as part of this 8-K report.
Filing Stats: 1,383 words · 6 min read · ~5 pages · Grade level 12.1 · Accepted 2024-06-12 16:13:07
Key Financial Figures
- $0.10 — ch registered Common Stock, par value $0.10 per share FCX The New York Stock Exch
Filing Documents
- fcx-20240611.htm (8-K) — 61KB
- a2q2024exhibit31.htm (EX-3.1) — 8KB
- a2q2024exhibit32.htm (EX-3.2) — 179KB
- fcx-20240611_g1.jpg (GRAPHIC) — 3KB
- 0000831259-24-000023.txt ( ) — 424KB
- fcx-20240611.xsd (EX-101.SCH) — 2KB
- fcx-20240611_lab.xml (EX-101.LAB) — 22KB
- fcx-20240611_pre.xml (EX-101.PRE) — 13KB
- fcx-20240611_htm.xml (XML) — 3KB
03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. Certificate of Amendment to Amended and Restated Certificate of Incorporation At Freeport-McMoRan Inc.'s (FCX) 2024 annual meeting of stockholders held on June 11, 2024 (the 2024 Annual Meeting), FCX's stockholders approved the amendment to FCX's amended and restated certificate of incorporation (the Certificate of Incorporation) to provide for the exculpation of officers to the extent permitted under Delaware law. Accordingly, on June 11, 2024, FCX filed a certificate of amendment to its Certificate of Incorporation (the Certificate of Amendment) with the Delaware Secretary of State, and the amendment became effective on the date of filing. The foregoing description of the amendment to the Certificate of Incorporation is not intended to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference. Amended and Restated By-laws Effective June 11, 2024, the Board of Directors (the Board) of FCX approved amendments to FCX's amended and restated by-laws (the By-Laws) primarily to clarify and implement certain procedural and disclosure requirements for FCX's stockholders proposing director nominees for consideration at FCX's annual or special meetings of stockholders in connection with the "universal proxy" rules adopted by the Securities and Exchange Commission pursuant to Rule 14a-19 of the Securities Exchange Act of 1934, as amended (Rule 14a-19). The amendments also modify certain other provisions to align the By-Laws more closely with the requirements of the Delaware General Corporation Law (the DGCL) and current market practices, and make other ministerial, modernizing, clarifying and conforming changes. Among other changes, the amendments to the By-Laws: Modify the provisions relating to vacancies on the Board, notice requirements, adjournment proced
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. FCX held its 2024 annual meeting of stockholders on June 11, 2024. At the 2024 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) ratified the appointment of Ernst & Young LLP as FCX's independent registered public accounting firm for 2024; and (4) approved the amendment to FCX's Certificate of Incorporation to provide for officer exculpation. Of the 1,436,245,906 shares of FCX's common stock outstanding as of the record date on April 15, 2024, 1,228,229,133 shares were represented in person, including by means of remote communication, or by proxy at the 2024 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 1,120,672,275 6,267,489 1,144,417 100,144,952 Richard C. Adkerson 1,106,802,144 20,170,136 1,111,900 100,144,952 Marcela E. Donadio 1,097,008,131 29,964,820 1,111,229 100,144,952 Robert W. Dudley 1,116,510,418 10,434,616 1,139,146 100,144,952 Hugh Grant 1,122,438,682 4,498,514 1,146,984 100,144,952 Lydia H. Kennard 1,101,125,752 25,849,887 1,108,541 100,144,952 Ryan M. Lance 1,117,662,607 9,291,335 1,130,237 100,144,952 Sara Grootwassink Lewis 1,125,154,140 1,765,800 1,164,241 100,144,952 Dustan E. McCoy 1,004,077,934 47,274,204 76,732,041 100,144,952 Kathleen L. Quirk 1,120,071,710 6,923,865 1,088,605 100,144,952 John J. Stephens 1,117,186,719 9,740,121 1,157,339 100,144,952 Frances Fragos Townsend 1,118,990,503 7,932,158 1,161,518 100,144,952 Proposal No. 2: Approval, on an advisory basis, of the compensation o
01. Other Events
Item 8.01. Other Events. Effective as of the 2024 Annual Meeting, Kathleen L. Quirk, FCX's President, assumed the additional role of Chief Executive Officer. Ms. Quirk succeeds Richard C. Adkerson who remains Chairman of the Board. This leadership transition was previously announced in February 2024.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Title 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Freeport-McMoRan Inc., effective as of June 11, 2024. 3.2 Amended and Restated By-Laws of Freeport-McMoRan Inc., effective as of June 11, 2024. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 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 12, 2024