8-KShareholder MattersOther EventsExhibits & Filings

NEWMONT Corp /DE/ 8-K Report, Shareholder Vote Results (Apr 11, 2019)

Filed April 11, 2019For Securities:NEMNEMCL

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.

Frequently Asked Questions

The special meeting was convened for Newmont Corporation's stockholders to vote on crucial proposals related to the pending acquisition of Goldcorp Inc. Specifically, shareholders voted on increasing the authorized shares of common stock to facilitate the transaction and approving the issuance of Newmont shares to Goldcorp shareholders as part of the acquisition agreement.

The special dividend of $0.88 per share is confirmed and will be paid on May 1, 2019. Eligibility is for shareholders of record as of April 17, 2019. Importantly, this dividend will be paid on currently outstanding shares and not on shares to be issued as part of the Newmont-Goldcorp transaction.

Both the proposal to increase authorized shares and the proposal to issue shares to Goldcorp shareholders were overwhelmingly approved. The share issuance proposal, in particular, received approximately 98.31% of the votes cast in favor.

No, this filing confirms shareholder approval for key steps necessary for the Goldcorp acquisition (increasing authorized shares and approving share issuance) and confirms the conditions for the special dividend have been met. The acquisition itself is still pending and subject to closing conditions.