Newmont Corporation filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Current Report
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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.
Executive Promotion
On May 2, 2025, Newmont Corporation, a Delaware Corporation (“Newmont” or the “Company”), announced that Natascha Viljoen has been promoted to the role of President and Chief Operating Officer, effective as of May 1, 2025. Ms. Viljoen continues to report directly to Tom Palmer, Chief Executive Officer, and will lead the Company’s global operations, projects and studies, and health, safety and security and environment teams. This promotion is a recognition of Ms. Viljoen’s strong leadership as Chief Operating Officer since 2023 and is consistent with Newmont’s approach to leadership development. Ms. Viljoen, age 55, joined Newmont’s Executive Leadership Team in October 2023 as Executive Vice President and Chief Operating Officer. Ms. Viljoen has worked in the industry for more than 30 years. Prior to joining Newmont, Ms. Viljoen served as Chief Executive Officer of Anglo American’s platinum business in South Africa since 2020, having previously held a series of operating and technical positions within the organization, including as Group Head of Processing. Prior to joining Anglo American, she spent six years at Lonmin, where she was a member of the Executive Committee as Executive Vice President, Processing, also with responsibility for several wider corporate functions. Natascha is a metallurgic engineer and holds a Bachelor of Engineering from North West University in South Africa and an Executive MBA from the University of Cape Town, South Africa.
In the President and Chief Operating Officer position with the Company, Ms. Viljoen will have a base salary of $1,000,000 and be eligible for an annual short-term incentive (cash bonus with a target of 115% of base salary) in accordance with the Newmont Section 16 Officer Short-Term Incentive Plan at Level 6. Ms. Viljoen is also eligible for long-term equity bonus incentives, including both Performance Stock Units (“PSUs”) at target level of $2.57 million and Restricted Stock Units (“RSUs”) at target level of $1.28 million. The PSU and RSU awards will be delivered according to the terms of the Newmont Section 16 Long-Term Incentive Plan. Ms. Viljoen will continue to be eligible for other executive benefits as described in the Company’s Annual Proxy Statement including the Executive Change of Control Plan and the Newmont Section 16 Officer Severance Plan benefits. In recognition of her promotion and expanded scope, she will also be awarded a one-time RSU grant of $635,000. The related RSU award agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
There is no other arrangement or understanding between Ms. Viljoen and any other persons pursuant to which she will be appointed as the President and Chief Operating Officer of the Company. Ms. Viljoen does not have a family relationship with any member of the Board of Directors or any executive officer of the Company, and Ms. Viljoen has not been a participant or had any interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
The news release announcing Ms. Viljoen’s appointment has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Short-Term Incentive Plan
On April 29, 2025, the Leadership Development and Compensation Committee of the Board of Directors of the Company approved the Newmont Section 16 Officer Short-Term Incentive Plan (the “2025 STIP”), to provide the terms of annual bonus opportunities to be granted to the Company’s Section 16 officers. The purposes of the 2025 STIP are to maintain a competitive level of total cash compensation and to align the interests of the Company’s Section 16 officers with those of the Company’s shareholders and with the strategic objectives of the Company.
The terms of the 2025 STIP are substantially the same as the terms of the 2024 Short-Term Incentive Plan; however, the performance measures on which awards under the Company’s 2020 Stock Incentive Compensation Plan will be granted differ from those in prior year, and include the addition of a Focusing on Our Culture metric. The metrics are found in the Appendix to the 2025 STIP, and include financial metrics and sustainability metrics.
The foregoing description of the 2025 STIP is qualified in its entirety by reference to the form of Newmont Corporation Short-Term Incentive Plan, which is filed as Exhibit 10.2 to the Current Report on Form 8-K filed and incorporated herein by reference.
Director Award Agreement
Additionally, as described in Newmont’s 2025 Proxy Statement, in connection with the election of directors, each non-employee Director receives $180,000 of common stock or director stock units (“DSUs”) each year. The fair market value is determined on the first business day following election by the Board or re-election at the Company’s Annual Meeting, or as soon as administratively possible. The DSUs represent the right to receive shares of common stock and are immediately fully vested and non-forfeitable. Upon retirement from the Board of Directors, the holder of DSUs is entitled to receive one share of common stock for each DSU. The form of 2025 global director restricted unit award agreement under the Company’s 2020 Stock Incentive Compensation Plan pursuant to which DSUs are awarded is included as Exhibit 10.3 hereto and incorporated by reference herein.
Information regarding the election of directors at the 2025 Annual Meeting of Stockholders can be found in Item 5.07 below.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On April 30, 2025, Newmont held its 2025 Annual Meeting of Stockholders. The following matters were voted upon at the Annual Meeting: (1) the election of Directors; (2) the approval of the advisory resolution on executive compensation; and (3) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025.
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:
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Proposal #1 – Election of Directors
| Directors | Votes For | % of votes | Withheld Votes | % of votes | Abstentions | Broker Non-Votes | ||||||||||||||||||
| Gregory H. Boyce | 677,959,158 | 87.69 | 95,172,649 | 12.31 | 7,066,868 | 73,812,415 | ||||||||||||||||||
| Bruce R. Brook | 725,519,693 | 95.00 | 38,175,641 | 5.00 | 16,503,341 | 73,812,415 | ||||||||||||||||||
| Maura J. Clark | 773,298,728 | 99.55 | 3,518,645 | 0.45 | 3,381,302 | 73,812,415 | ||||||||||||||||||
| Harry M. Conger | 772,804,323 | 99.48 | 4,030,486 | 0.52 | 3,363,866 | 73,812,415 | ||||||||||||||||||
| Emma FitzGerald | 773,268,652 | 99.54 | 3,556,127 | 0.46 | 3,373,896 | 73,812,415 | ||||||||||||||||||
| Sally-Anne Layman | 759,785,150 | 97.82 | 16,935,650 | 2.18 | 3,477,875 | 73,812,415 | ||||||||||||||||||
| José Manuel Madero | 772,241,976 | 99.42 | 4,533,132 | 0.58 | 3,423,567 | 73,812,415 | ||||||||||||||||||
| René Médori | 771,342,323 | 99.30 | 5,424,779 | 0.70 | 3,431,573 | 73,812,415 | ||||||||||||||||||
| Jane Nelson | 748,910,599 | 97.93 | 15,861,614 | 2.07 | 15,426,462 | 73,812,415 | ||||||||||||||||||
| Tom Palmer | 771,826,414 | 99.35 | 5,013,154 | 0.65 | 3,359,107 | 73,812,415 | ||||||||||||||||||
| Julio M. Quintana | 754,280,261 | 97.26 | 21,216,814 | 2.74 | 4,701,600 | 73,812,415 | ||||||||||||||||||
| David T. Seaton | 772,613,110 | 99.47 | 4,127,355 | 0.53 | 3,458,210 | 73,812,415 | ||||||||||||||||||
Proposal #2 – Approval of the Advisory Resolution on Executive Compensation
| % of Votes Cast on the Proposal | ||||||||
| Votes For | 680,609,984 | 87.24 | ||||||
| Votes Against | 97,233,491 | 12.46 | ||||||
| Abstentions | 2,355,200 | 0.30 | ||||||
| Broker Non-Votes | 73,812,415 | |||||||
Proposal #3 - Ratification of Independent Registered Public Accounting Firm
| % of Votes Cast at the Annual Meeting | ||||||||
| Votes For | 835,607,742 | 97.85 | ||||||
| Votes Against | 17,322,884 | 2.02 | ||||||
| Abstentions | 1,080,464 | 0.13 | ||||||
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | Description of Exhibit | |
| 10.1 | 2025 Restricted Stock Unit Agreement for supplemental restricted stock unit award to Natascha Viljoen, dated May 1, 2025, filed herewith. |
| 10.2 | 2025 Newmont Section 16 Officer Short-Term Incentive Plan, filed herewith. | |
| 10.3 | 2025 Global Director Restricted Stock Unit Award Agreement, filed herewith. |
| 99.1 | News Release, dated May 2, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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/ Logan Hennessey | |
| Name: | Logan Hennessey | |
| Title: | Senior Vice President, Deputy General Counsel and Corporate Secretary |
Dated: May 2, 2025
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