8-KCorporate ChangesOther EventsExhibits & Filings

NEWMONT Corp /DE/ 8-K Report, Bylaw Amendment (Jul 24, 2015)

Filed July 24, 2015For Securities:NEMNEMCL

Summary

Newmont Mining Corporation (NEM) filed an 8-K on July 23, 2015, reporting on several key updates approved by its Board of Directors on July 22, 2015. The primary focus of this filing is the amendment of the company's By-Laws. These amendments aim to modernize corporate governance by formally allowing the Board to designate a Vice Chair, revise the quorum requirement for Board meetings to a majority of current directors, and implement gender-neutral language throughout the By-Laws to align with the company's diversity and inclusion initiatives. In conjunction with these By-Law changes, Newmont also announced the appointment of Noreen Doyle to the newly created role of Vice Chair. Ms. Doyle brings extensive experience, having served on the Board since 2005 and holding key positions such as Chair of the Audit Committee. Her prior board experience, including at Credit Suisse Group, and her background in international finance and governance are highlighted as valuable assets. This move signals a strategic enhancement of the Board's leadership structure.

Key Highlights

  • 1Newmont's Board of Directors approved amendments to the company's By-Laws on July 22, 2015.
  • 2The By-Laws were amended to formally allow for the designation of a Vice Chair.
  • 3The quorum requirement for Board meetings was revised to a majority of the current number of directors.
  • 4Gender-neutral language has been incorporated into the By-Laws to reflect diversity and inclusion commitments.
  • 5Noreen Doyle was appointed as the Vice Chair of the Board.
  • 6Ms. Doyle has been a Board member since 2005 and chairs the Audit Committee.
  • 7The appointment and By-Law changes are effective as of July 22, 2015.

Frequently Asked Questions

The By-Laws were amended to: (i) enable the Board to appoint a Vice Chair, (ii) set the quorum for Board meetings at a majority of the current directors, and (iii) update language to be gender-neutral, aligning with the company's diversity and inclusion values.

Noreen Doyle was appointed as Vice Chair. She has been a member of Newmont's Board since 2005, currently serves as Chair of the Audit Committee, and has significant prior experience on the boards of other major companies, including Credit Suisse Group.

The By-Laws now specify that a majority of the *current* number of directors constitutes a quorum. This clarifies the meeting attendance requirements and ensures that decisions are made with participation from a majority of the actively serving Board members.

These changes primarily relate to corporate governance structure and leadership. The addition of a Vice Chair and the refinement of quorum rules can enhance board effectiveness and responsiveness. Ms. Doyle's appointment to this role, given her extensive experience, suggests a strengthening of the Board's oversight capabilities, which is generally viewed positively by investors.