Summary
Newmont Corporation (NEM) filed an 8-K report on June 17, 2005, detailing material changes to its compensation for non-employee directors. The Compensation and Management Development Committee approved awards of Director Stock Units (DSUs) valued at $50,000 as of June 15, 2005, to each current non-employee director. This replaces previously contemplated stock awards. Non-U.S. resident directors had the option to receive shares of common stock instead of DSUs with advance notice. Furthermore, the company revised its compensation structure for non-employee directors under the 2005 Stock Incentive Plan, effective 2006. Annually, following the annual meeting, directors will receive DSUs valued at $50,000. Directors appointed after the annual meeting will receive a pro-rated award. Again, directors can elect to receive common stock in lieu of DSUs. The DSUs are fully vested upon grant, not subject to forfeiture, and accrue dividend equivalents, though voting rights and dividend payments on the underlying shares are deferred until issuance.
Key Highlights
- 1Newmont's Compensation Committee approved Director Stock Unit (DSU) awards for non-employee directors on June 15, 2005.
- 2Each DSU award had a fair market value of $50,000 as of the grant date.
- 3Non-U.S. resident directors were offered the option to receive common stock instead of DSUs.
- 4Starting in 2006, non-employee directors will receive annual DSU awards valued at $50,000, granted on the business day after the annual meeting.
- 5Directors appointed mid-year will receive a pro-rated DSU award based on the fair market value of $50,000.
- 6DSUs are fully vested upon grant and are not subject to forfeiture.
- 7DSUs accrue dividend equivalents, but voting rights and actual dividend payments are contingent on the issuance of underlying shares.