Freeport-McMoRan Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$FCX
Metal Mining
Basic Materials
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): June 11, 2025
(Exact name of registrant as specified in its charter)
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At Freeport-McMoRan Inc.’s (FCX) 2025 annual meeting of stockholders held on June 11, 2025 (the 2025 Annual Meeting), FCX’s stockholders approved the 2025 Stock Incentive Plan (the Plan). The Plan was previously approved by FCX’s Board of Directors (the Board) subject to stockholder approval at the 2025 Annual Meeting. The Plan became effective on the date of stockholder approval, replacing FCX’s 2016 Stock Incentive Plan (the 2016 Plan) that was scheduled to expire in June 2026.
The Plan authorizes the issuance of up to 43,820,000 shares of FCX’s common stock, subject to certain adjustments and less awards granted after April 1, 2025 under the 2016 Plan and prior to the effective date of the Plan. The types of awards that may be granted under the Plan include stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards, cash-based performance awards and, for employees only, incentive stock options under Section 422 of the Internal Revenue Code.
The compensation committee of the Board is responsible for administering the Plan and has the authority to make awards and set the terms of the awards under the Plan. The Board may amend or discontinue the Plan at any time; however, certain amendments require stockholder approval. In addition, no amendment or discontinuance shall materially impair an award previously granted without the consent of the recipient. Unless discontinued sooner, no awards may be granted under the Plan after June 11, 2035.
For additional information regarding the Plan, see “Proposal No. 3: Approval of the 2025 Stock Incentive Plan” in FCX’s proxy statement filed with the Securities and Exchange Commission on April 25, 2025. The foregoing description of the Plan is not intended to be complete and is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
FCX held its 2025 Annual Meeting on June 11, 2025. At the 2025 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) approved the 2025 Stock Incentive Plan; and (4) ratified the appointment of Ernst & Young LLP as FCX’s independent registered public accounting firm for 2025.
Of the 1,436,200,253 shares of FCX’s common stock outstanding as of the record date on April 14, 2025, 1,221,626,740 shares were represented in person or by proxy at the 2025 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 | 1,106,781,272 | 11,187,204 | 978,553 | 102,679,710 | ||||||||||||||||||||||
| Richard C. Adkerson | 1,085,868,034 | 32,204,343 | 874,652 | 102,679,710 | ||||||||||||||||||||||
| Marcela E. Donadio | 1,109,252,945 | 8,186,373 | 1,507,711 | 102,679,710 | ||||||||||||||||||||||
| Robert W. Dudley | 1,107,430,722 | 10,548,525 | 967,783 | 102,679,710 | ||||||||||||||||||||||
| Hugh Grant | 1,107,584,307 | 10,379,581 | 983,141 | 102,679,710 | ||||||||||||||||||||||
| Lydia H. Kennard | 1,092,816,676 | 25,217,268 | 913,086 | 102,679,710 | ||||||||||||||||||||||
| Ryan M. Lance | 1,108,340,803 | 9,621,414 | 984,812 | 102,679,710 | ||||||||||||||||||||||
| Sara Grootwassink Lewis | 1,111,192,687 | 6,825,550 | 928,792 | 102,679,710 | ||||||||||||||||||||||
| Dustan E. McCoy | 1,009,381,063 | 45,832,927 | 63,733,039 | 102,679,710 | ||||||||||||||||||||||
| Kathleen L. Quirk | 1,107,632,285 | 10,399,416 | 915,327 | 102,679,710 | ||||||||||||||||||||||
| John J. Stephens | 1,107,532,028 | 9,483,576 | 1,931,425 | 102,679,710 | ||||||||||||||||||||||
| Frances Fragos Townsend | 1,103,614,988 | 13,555,007 | 1,777,034 | 102,679,710 | ||||||||||||||||||||||
Proposal No. 2: Approval, on an advisory basis, of the compensation of FCX's named executive officers.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,067,162,480 | 49,282,128 | 2,502,421 | 102,679,710 | |||||||||||||||||
Proposal No. 3: Approval of the 2025 Stock Incentive Plan.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,082,475,594 | 34,760,840 | 1,710,595 | 102,679,710 | |||||||||||||||||
Proposal No. 4: Ratification of the appointment of Ernst & Young LLP as FCX’s independent registered public accounting firm for 2025.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 1,157,377,564 | 55,381,636 | 8,867,539 | N/A | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Title | |||||||
| FCX 2025 Stock Incentive Plan. | ||||||||
| 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/ Ellie L. Mikes
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Ellie L. Mikes
Vice President and Chief Accounting Officer
(authorized signatory)
Date: June 12, 2025