Newmont Corp Def 14A Filing: Annual Meeting & Newcrest Acquisition

Ticker: NEMCL · Form: DEF 14A · Filed: Mar 11, 2024 · CIK: 1164727

Newmont Corp /De/ DEF 14A Filing Summary
FieldDetail
CompanyNewmont Corp /De/ (NEMCL)
Form TypeDEF 14A
Filed DateMar 11, 2024
Risk Levellow
Pages14
Reading Time17 min
Key Dollar Amounts$2.5 billion, $1.9 billion, $1.5 billion, $464 million, $1
Sentimentbullish

Sentiment: bullish

Topics: Newmont, DEF 14A, Annual Meeting, Newcrest Acquisition, Proxy Statement

TL;DR

<b>Newmont Corporation's 2024 Annual Meeting will be held online on April 24, 2024, following the successful completion of the transformative Newcrest acquisition.</b>

AI Summary

NEWMONT Corp /DE/ (NEMCL) filed a Proxy Statement (DEF 14A) with the SEC on March 11, 2024. Newmont Corporation will hold its 2024 Annual Meeting of Stockholders online on April 24, 2024, at 8:00 a.m. MDT. The company successfully completed the transformational acquisition of Newcrest in 2023, creating the world's leading gold company with significant copper production. Shareholders overwhelmingly voted in favor of the Newcrest acquisition, demonstrating confidence in Newmont's strategy and management. The acquisition strengthens Newmont's position as a responsible gold mining leader with high-quality operations and reserves. The filing is a Definitive Proxy Statement (DEF 14A) filed on March 11, 2024.

Why It Matters

For investors and stakeholders tracking NEWMONT Corp /DE/, this filing contains several important signals. The online format of the Annual Meeting ensures accessibility for all stockholders, regardless of location, promoting broader participation in corporate governance. The successful integration of Newcrest is expected to solidify Newmont's market leadership and long-term growth prospects in the gold and copper mining sectors.

Risk Assessment

Risk Level: low — NEWMONT Corp /DE/ shows low risk based on this filing. The filing is a routine proxy statement with no immediate negative financial or operational disclosures, indicating a low-risk status.

Analyst Insight

Stockholders should review the proxy materials for voting on corporate matters and executive compensation at the upcoming Annual Meeting.

Financial Highlights

debt To Equity
Not specified
revenue
Not specified
operating Margin
Not specified
total Assets
Not specified
total Debt
Not specified
net Income
Not specified
eps
Not specified
gross Margin
Not specified
cash Position
Not specified
revenue Growth
Not specified

Key Numbers

  • 2024 — Annual Meeting Year (2024 Annual Meeting of Stockholders)
  • April 24 — Annual Meeting Date (Wednesday, April 24, 2024)
  • 8:00 a.m. — Annual Meeting Time (8:00 a.m. Mountain Daylight Time)
  • 2023 — Acquisition Year (2023 marked a historic milestone)
  • 10 — Tier 1 Operations (10 Tier 1 operations)

Key Players & Entities

  • Newmont Corporation (company) — Registrant name
  • Newcrest (company) — Acquired company
  • April 24, 2024 (date) — Annual Meeting date
  • March 11, 2024 (date) — Filing date
  • 6900 E Layton Ave (address) — Business address
  • Denver (location) — Business address city
  • CO (location) — Business address state
  • 80237 (postal_code) — Business address zip

FAQ

When did NEWMONT Corp /DE/ file this DEF 14A?

NEWMONT Corp /DE/ filed this Proxy Statement (DEF 14A) with the SEC on March 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NEWMONT Corp /DE/ (NEMCL).

Where can I read the original DEF 14A filing from NEWMONT Corp /DE/?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NEWMONT Corp /DE/.

What are the key takeaways from NEWMONT Corp /DE/'s DEF 14A?

NEWMONT Corp /DE/ filed this DEF 14A on March 11, 2024. Key takeaways: Newmont Corporation will hold its 2024 Annual Meeting of Stockholders online on April 24, 2024, at 8:00 a.m. MDT.. The company successfully completed the transformational acquisition of Newcrest in 2023, creating the world's leading gold company with significant copper production.. Shareholders overwhelmingly voted in favor of the Newcrest acquisition, demonstrating confidence in Newmont's strategy and management..

Is NEWMONT Corp /DE/ a risky investment based on this filing?

Based on this DEF 14A, NEWMONT Corp /DE/ presents a relatively low-risk profile. The filing is a routine proxy statement with no immediate negative financial or operational disclosures, indicating a low-risk status.

What should investors do after reading NEWMONT Corp /DE/'s DEF 14A?

Stockholders should review the proxy materials for voting on corporate matters and executive compensation at the upcoming Annual Meeting. The overall sentiment from this filing is bullish.

Risk Factors

  • Regulatory Compliance [medium — regulatory]: The company must comply with various regulations in the jurisdictions where it operates, which could impact its business.
  • Commodity Price Fluctuations [high — market]: The market prices of gold and copper can be volatile, affecting the company's revenues and profitability.
  • Operational Risks [high — operational]: Mining operations are subject to risks such as geological challenges, equipment failures, and labor disputes.
  • Integration Risks [medium — financial]: The successful integration of the Newcrest acquisition presents financial and operational challenges.

Key Dates

  • 2024-04-24: 2024 Annual Meeting of Stockholders — Key date for shareholder voting and corporate governance.

Filing Stats: 4,336 words · 17 min read · ~14 pages · Grade level 16.3 · Accepted 2024-03-11 16:31:59

Key Financial Figures

  • $2.5 billion — thod investment. Reported Net Loss of $2.5 billion driven by $1.9 billion in impairment ch
  • $1.9 billion — rted Net Loss of $2.5 billion driven by $1.9 billion in impairment charges, $1.5 billion in
  • $1.5 billion — by $1.9 billion in impairment charges, $1.5 billion in reclamation charges and $464 million
  • $464 million — $1.5 billion in reclamation charges and $464 million in Newcrest transaction and integration
  • $1 — ults Adjusted Net Income (ANI) (2) of $1. 57 per share and Adjusted EBITDA (2) o
  • $4.2 billion — 57 per share and Adjusted EBITDA (2) of $4.2 billion for the full year; fourth quarter ANI w
  • $0.50 — r the full year; fourth quarter ANI was $0.50 per share Declared robust gold reserv
  • $3.0 billion — er, lead and zinc Ended the year with $3.0 billion of consolidated cash and approximately
  • $6.1 billion — of consolidated cash and approximately $6.1 billion of liquidity (1) Gold equivalent ou
  • $1,400 — nt ounces (GEOs) calculated using Gold ($1,400/oz.), Copper ($3.50/lb.), Silver ($20.0
  • $3.50 — ulated using Gold ($1,400/oz.), Copper ($3.50/lb.), Silver ($20.00/oz.), Lead ($1.00/
  • $20.00 — 1,400/oz.), Copper ($3.50/lb.), Silver ($20.00/oz.), Lead ($1.00/lb.) and Zinc ($1.20/
  • $1.00 — ($3.50/lb.), Silver ($20.00/oz.), Lead ($1.00/lb.) and Zinc ($1.20/lb.) pricing for 2
  • $1.20 — $20.00/oz.), Lead ($1.00/lb.) and Zinc ($1.20/lb.) pricing for 2023. (2) AISC, Fr

Filing Documents

Executive Compensation Risk Assessment

Executive Compensation Risk Assessment 43 Leadership Development and Compensation Committee Interlocks and Insider Participation 44 Director Compensation 44 Director Compensation for Fiscal 2023 45 Outstanding Awards 46 Director Share Ownership Guidelines 46 PROPOSAL TWO —ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION 47 COMPENSATION DISCUSSION AND ANALYSIS 48 COMPENSATION PROGRAM ALIGNS WITH BUSINESS STRATEGY AND SUPPORTS SHAREHOLDER VALUE CREATION 49 Evolution of Executive Compensation Plan Design 49 About Newmont 49 CEO Pay Aligned to Company Performance 50

EXECUTIVE COMPENSATION GOVERNANCE

EXECUTIVE COMPENSATION GOVERNANCE 51 Key Executive Compensation Governance Practices 51 Key Parties 52 Compensation Peer Group 55 Shareholder Outreach Process 56 Say on Pay 57 Annual Compensation Cycle and Decision-Making Process 58 Pay Philosophy 59 2023 NAMED EXECUTIVE OFFICERS 60 Executive Leadership Team Refreshment 62

EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS

EXECUTIVE COMPENSATION AND BENEFITS PROGRAMS 64

Executive Compensation and Benefits Components

Executive Compensation and Benefits Components 64 Pay Mix 65 NEO Total Target Direct Compensation 65 Base Salary 66 Annual Incentive Program 66 Long-Term Incentive Program 72 Employee Benefits 76 Retirement Plans 76 Perquisites 77

EXECUTIVE COMPENSATION POLICIES AND PRACTICES

EXECUTIVE COMPENSATION POLICIES AND PRACTICES 78 Executive Stock Ownership Guidelines 78

Executive Compensation Clawback Policy

Executive Compensation Clawback Policy 78 Restrictions on Trading Stock 78 Anti-Hedging and Anti-Pledging Policies 79 Accounting for Stock-Based Compensation 79 Tax Deductibility of Compensation 79 2023 EXECUTIVE COMPENSATION TABLES 80 Summary Compensation Table 80 All Other Compensation Table 81 Grants of Plan-Based Awards Table 82 Outstanding Equity Awards at Fiscal Year-End Table 84 Option Exercises and Stock Vested Table 85 ADDITIONAL BENEFITS AND TABLES 86 Pension Benefits Table 86 Pension Plan 87 2024 Proxy Statement 3 TABLE OF CONTENTS Table of Contents Pension Equalization Plan 87 Retirement Savings Plan 88 Savings Equalization Plan 88 Potential Payments Upon Termination or Change of Control 88 Potential Payments on Termination 93 Pay Ratio of CEO to Median Employee 95 Pay Versus Performance Table 96 Tabular List of Financial Performance Measures 100 Key CD&A Definitions 101 REPORT OF THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION 102 PROPOSAL THREE —RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 103 Independent Auditors Fees 105 REPORT OF THE AUDIT COMMITTEE 106 BENEFICIAL OWNERSHIP OF COMMON STOCK 107 Directors and Executive Officers Ownership 107 Certain Other Beneficial Owners 108 Delinquent Section 16(a) Reports 108 GENERAL INFORMATION 109 Stockholders Entitled to Vote 109 Voting Your Shares 110 Other Matters 114 ANNEX A 115 Non-GAAP Compensation Measures – Annex A-1 115 Non-GAAP Financial Measures 117 Cautionary Statements and Endnotes – Annex A-2 125 4 Newmont Corporation TABLE OF CONTENTS ABOUT NEWMONT Newmont is the world's leading gold company and a producer of copper, zinc, lead, and silver. The C ompany's world-class portfolio of assets, prospects , and talent is anchored in favorable mining jurisdictions in Africa, Au

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