8-KLeadership ChangesExhibits & Filings

FREEPORT-MCMORAN INC 8-K Report, Executive Changes (Apr 6, 2021)

Filed April 6, 2021For Securities:FCX

Summary

Freeport-McMoRan Inc. (FCX) announced on April 5, 2021, a strategic expansion of its Board of Directors, increasing its size from six to eight members with the immediate appointment of two new independent directors: David P. Abney and Robert “Bob” W. Dudley. This move is designed to enhance the Board's expertise and oversight. Both new directors have been deemed independent according to NYSE standards and applicable regulations, with no material relationships or reportable transactions with FCX. This board expansion is a precursor to a planned reduction in board size to seven directors following the retirement of former non-executive Chairman Gerald J. Ford at the company's June 2021 annual meeting. The addition of Mr. Abney and Mr. Dudley strengthens the Board's independence, with seven of the eight current directors now classified as independent. The new directors will receive compensation in line with FCX's established non-management director program and were granted restricted stock units vesting in April 2022.

Key Highlights

  • 1FCX appointed two new independent directors, David P. Abney and Robert W. Dudley, to its Board of Directors, effective immediately.
  • 2The size of the Board of Directors was increased from six to eight members to accommodate the new appointments.
  • 3Both new directors have been evaluated and confirmed as independent according to NYSE listing standards and FCX's Corporate Governance Guidelines.
  • 4The appointments are part of a planned restructuring of the Board, which will decrease to seven directors after Gerald J. Ford's retirement at the June 2021 annual meeting.
  • 5Following these changes, seven out of the eight current directors will be independent, enhancing the Board's independent oversight.
  • 6The new directors will be compensated under the existing non-management director compensation program and received a pro-rata equity award of 700 restricted stock units, vesting on April 5, 2022.

Frequently Asked Questions

FCX appointed David P. Abney and Robert W. Dudley to its Board of Directors to enhance the Board's expertise and oversight. This strategic decision also strengthens the Board's independence, aligning with corporate governance best practices.

Yes, the Board affirmatively determined that both David P. Abney and Robert W. Dudley have no material relationship with FCX and are independent in accordance with the director independence standards established under FCX’s Corporate Governance Guidelines, which comply with the New York Stock Exchange corporate governance rules, and other applicable laws, rules and regulations.

The new directors will be compensated in accordance with FCX’s non-management director compensation program. They also received a pro-rata equity award of 700 restricted stock units each, which will vest on the first anniversary of the grant date, April 5, 2022.

No, the increase to eight directors is temporary. Gerald J. Ford, the former non-executive Chairman, will retire as a director at the company's 2021 annual meeting in June 2021. At that time, the number of directors will decrease to seven.