Summary
Newmont Corporation filed an 8-K on April 11, 2019, detailing the results of a special meeting of its stockholders held on the same day. The primary outcomes of this meeting were the approval of an amendment to increase the company's authorized common stock from 750,000,000 to 1,280,000,000 shares, and the approval of the issuance of Newmont's common stock to Goldcorp Inc. shareholders in connection with their previously announced arrangement agreement. Both of these key proposals received overwhelming support from shareholders, with the share issuance proposal garnering approximately 98.31% of the votes cast. Furthermore, the filing confirms that the conditions for a one-time special dividend of $0.88 per share have been met, following shareholder approvals from both Newmont and Goldcorp. This dividend is scheduled to be paid on May 1, 2019, to shareholders of record as of April 17, 2019, and will not be issued in respect of shares to be issued in the Goldcorp transaction. This 8-K signifies significant progress towards the closing of the Goldcorp acquisition and returns value to existing shareholders.
Key Highlights
- 1Stockholders overwhelmingly approved the amendment to increase authorized common stock from 750 million to 1.28 billion shares.
- 2Shareholders also approved the issuance of Newmont common stock to Goldcorp shareholders, a key step in the proposed acquisition.
- 3The special dividend of $0.88 per share is now confirmed and will be paid on May 1, 2019, to shareholders of record on April 17, 2019.
- 4The special dividend is conditional upon the completion of the business combination with Goldcorp and will be paid to existing shareholders, not those receiving shares from the acquisition.
- 5A quorum of 78.09% of outstanding shares was present or represented by proxy, indicating strong shareholder engagement.
- 6The adjournment proposal was approved but not necessary as the other key proposals passed with sufficient votes.
- 7The filing includes a standard cautionary statement regarding forward-looking statements relevant to the Goldcorp transaction and future operations.