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.

Frequently Asked Questions

The primary purpose was to reorganize certain of Newmont's Canadian subsidiaries and restructure how certain exchangeable shares were held and voted. This involved allowing holders of existing exchangeable shares to elect between new exchangeable shares of a reorganized subsidiary or Newmont common stock, and establishing a mechanism for voting these shares through a new class of preferred stock.

The New Exchangeable Shares are economically equivalent to Newmont common stock, meaning holders are entitled to substantially identical rights regarding dividends and distributions. Furthermore, holders have the right to exchange their New Exchangeable Shares for shares of Newmont common stock on a one-for-one basis. The main difference lies in how their voting rights are exercised, which is now channeled through the New Special Voting Stock held by a trustee.

Newmont created the New Special Voting Stock and issued it to a trustee. This trustee is responsible for casting votes at shareholder meetings based on instructions received from holders of the New Exchangeable Shares. The voting power allocated to the New Special Voting Stock is capped at 10% of the total votes attached to Newmont's outstanding common stock, ensuring that the economic holders of the New Exchangeable Shares receive voting influence without exceeding this limit.

If there are no New Exchangeable Shares outstanding (other than those held by Newmont and its affiliates), the New Special Voting Stock will be automatically redeemed by Newmont. This mechanism ensures that the voting rights tied to the New Special Voting Stock are retired once the underlying exchangeable shares cease to exist.