8-KCorporate ChangesOther EventsExhibits & Filings

NEWMONT Corp /DE/ 8-K Report, Bylaw Amendment (Dec 19, 2011)

Filed December 19, 2011For Securities:NEMNEMCL

Summary

Newmont Mining Corporation (NEM) filed an 8-K on December 19, 2011, detailing a significant corporate reorganization involving its Canadian subsidiaries. This transaction, consummated on December 15, 2011, pursuant to a Plan of Arrangement, aimed to restructure how certain exchangeable shares were held and voted. Holders of existing exchangeable shares of Newmont Canada FN Holdings Limited (Old NMCCL) were given the option to receive either new exchangeable shares of a newly formed subsidiary (New NMCCL) or shares of Newmont common stock. Key to this reorganization is the introduction of "New Special Voting Stock." This newly created class of preferred stock, initially issued to a trustee, represents voting rights associated with the New Exchangeable Shares. The trustee will vote the New Special Voting Stock based on instructions from holders of New Exchangeable Shares, with the voting power capped at 10% of Newmont's total outstanding common stock votes. This move effectively separates economic rights (via exchangeable shares) from a portion of the voting rights, providing clarity and potentially streamlining corporate governance. Investors should note that the New Exchangeable Shares are economically equivalent to common stock and can be exchanged on a one-for-one basis.

Key Highlights

  • 1Newmont Mining Corporation (NEM) completed a subsidiary reorganization via a Plan of Arrangement on December 15, 2011.
  • 2Holders of existing exchangeable shares were offered a choice between new exchangeable shares (New NMCCL) or Newmont common stock.
  • 3A new class of preferred stock, "New Special Voting Stock," was created and issued to a trustee.
  • 4The New Special Voting Stock will carry voting rights based on instructions from holders of the New Exchangeable Shares.
  • 5The voting power of the New Special Voting Stock is capped at 10% of Newmont's total outstanding common stock votes.
  • 6New Exchangeable Shares offer economically equivalent dividends and can be exchanged for common stock on a one-for-one basis.
  • 7Newmont's Certificate of Incorporation was amended to eliminate references to the previously existing Special Voting Stock.

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