8-KShareholder MattersCorporate ChangesExhibits & Filings

NEWMONT Corp /DE/ 8-K Report, Rights Modification (Dec 22, 2004)

Filed December 22, 2004For Securities:NEMNEMCL

Summary

Newmont Mining Corporation (NEM) filed an 8-K on December 22, 2004, to report a material modification to the rights of its security holders. The Executive Finance Committee of the Board of Directors approved an amendment to the company's shareholder rights agreement, accelerating the expiration date of outstanding rights from February 13, 2012, to December 31, 2004. This action follows a stockholder proposal from Emil Rossi at the April 2004 annual meeting, which requested that any adoption, maintenance, or extension of such a plan be subject to a stockholder vote. As a result of this acceleration, the company's outstanding shareholder rights will expire by the end of 2004, and the associated rights agreement will cease to be effective. Following this expiration, Newmont plans to file a Certificate of Elimination to remove the Series A Junior Participating Preferred Stock designation, which was tied to the rights. The Board of Directors indicated no intention to adopt a replacement shareholder rights agreement in 2005, subject to their fiduciary duties.

Key Highlights

  • 1Newmont Mining Corporation is accelerating the expiration of its shareholder rights agreement.
  • 2The shareholder rights will now expire on December 31, 2004, instead of February 13, 2012.
  • 3This decision was approved by the Executive Finance Committee on behalf of the Board of Directors.
  • 4The action is a direct response to a stockholder proposal at the April 2004 annual meeting advocating for stockholder votes on such plans.
  • 5Upon rights expiration, Newmont will eliminate the Series A Junior Participating Preferred Stock designation.
  • 6The company currently does not plan to adopt a new shareholder rights agreement in 2005.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce the early termination of Newmont Mining Corporation's shareholder rights agreement and the accelerated expiration of its outstanding shareholder rights, effective December 31, 2004.

The early termination is a result of a stockholder proposal approved at the April 2004 annual meeting, which required the Board of Directors to submit any adoption, maintenance, or extension of the shareholder rights plan to a stockholder vote. The Board decided to accelerate the expiration instead of renewing the agreement.

Upon the expiration of the rights on December 31, 2004, the associated Rights Agreement will no longer be in effect. Newmont will also file to eliminate the designation of Series A Junior Participating Preferred Stock, which was linked to the rights. The company does not intend to implement a new rights agreement in 2005.

While the rights agreement is a tool to deter hostile takeovers, its expiration does not necessarily mean the company is no longer concerned. The decision was driven by a stockholder mandate for a vote on such plans. The Board of Directors retains its fiduciary duties to act in the best interests of shareholders, which may include other defensive strategies if deemed necessary.