8-KLeadership Changes

NEWMONT Corp /DE/ 8-K Report, Executive Changes (Jun 7, 2019)

Filed June 7, 2019For Securities:NEMNEMCL

Summary

This 8-K filing from Newmont Goldcorp Corporation (NEM) details significant changes to its Board of Directors, effective June 30, 2019, in direct connection with the recently completed business combination with Goldcorp Inc. Two existing directors, Mr. Joseph Carrabba and Dr. Molly P. Zhang, will resign from the Board. Their departures are not attributed to any disagreements with the company. Concurrently, the Board's size will increase from twelve to fifteen members. Five former Goldcorp directors – Mr. Clement Pelletier, Ms. Cristina Bitar, Ms. Beverley A. Briscoe, Dr. Matthew Coon Come, and Mr. Charles R. Sartain – have been appointed as new independent directors. These appointments are aligned with the terms of the business combination agreement, ensuring proportional representation from both former companies.

Key Highlights

  • 1Effective June 30, 2019, two directors, Mr. Joseph Carrabba and Dr. Molly P. Zhang, will resign from the Newmont Goldcorp Board.
  • 2The resignations are stated to be without any disagreement with the Company or the Board.
  • 3The Board size will be increased from twelve to fifteen members.
  • 4Five former Goldcorp directors have been appointed to the Newmont Goldcorp Board: Mr. Clement Pelletier, Ms. Cristina Bitar, Ms. Beverley A. Briscoe, Dr. Matthew Coon Come, and Mr. Charles R. Sartain.
  • 5These new directors will serve as independent directors and will receive standard director stock awards and compensation.
  • 6Specific committee assignments have been made for the new directors, including Audit, Safety and Sustainability, and Leadership Development and Compensation committees.

Frequently Asked Questions

Mr. Carrabba and Dr. Zhang are resigning as part of the agreed-upon board composition changes following the business combination with Goldcorp Inc. The filing explicitly states their resignations are not due to any disagreement with the Company or the Board.

The increase in the Board size from twelve to fifteen members is a direct consequence of the business combination with Goldcorp Inc. The arrangement agreement stipulated that two-thirds of the new board would consist of existing Newmont directors, and one-third would be former Goldcorp directors, necessitating the expansion.

The newly appointed directors bring diverse and extensive experience. Mr. Pelletier is a process chemist/metallurgist with significant consulting experience. Ms. Bitar has a background in strategic communications and economics. Ms. Briscoe has experience in management, finance, and the heavy equipment industry. Dr. Coon Come has leadership experience with Indigenous organizations and served as Grand Chief. Mr. Sartain is a mining engineer with extensive executive experience in the global copper business.

Each of the new directors will receive a director stock award valued at $160,000, granted under the Company's 2013 Stock Incentive Plan. They will also receive compensation in accordance with the Company's standard policies for non-employee directors.