8-KShareholder Matters

NEWMONT Corp /DE/ 8-K Report, Shareholder Vote Results (Apr 22, 2022)

Filed April 22, 2022For Securities:NEMNEMCL

Summary

Newmont Corporation (NEM) held its 2022 Annual Meeting of Stockholders on April 21, 2022. The primary purpose of this 8-K filing is to report the voting outcomes on key proposals presented to shareholders. All matters presented, including the election of directors, an advisory vote on executive compensation, and the ratification of the independent registered public accounting firm, were approved by a significant majority of the votes cast. Investors can take comfort in the strong shareholder support for the company's board of directors and its chosen auditors. The advisory vote on executive compensation also received broad approval, indicating general alignment between shareholders and the company's remuneration policies for its named executive officers. The overwhelming ratification of Ernst & Young LLP as the independent auditor provides continued confidence in the integrity of Newmont's financial reporting.

Key Highlights

  • 1All director nominees were elected with substantial 'For' votes, exceeding 92% of votes cast for each nominee.
  • 2The advisory vote to approve the compensation of Named Executive Officers passed with over 92% of votes cast in favor.
  • 3Ernst & Young LLP was ratified as Newmont's independent registered public accounting firm for 2022 with nearly 99.5% of votes cast in favor.
  • 4The voting results indicate strong shareholder confidence in the current leadership and governance of Newmont Corporation.
  • 5A significant number of broker non-votes (48,702,982) were recorded across all proposals, which is typical for annual meetings where beneficial owners do not provide voting instructions.
  • 6Director Patrick Awuah received the highest percentage of 'For' votes at 99.76%.

Frequently Asked Questions

The main outcomes were the election of all proposed directors, the advisory approval of executive compensation, and the ratification of Ernst & Young LLP as the independent auditor for 2022. All these proposals received strong support from shareholders.

The advisory resolution to approve the compensation of Named Executive Officers was supported by approximately 92.47% of the votes cast on the proposal, indicating broad shareholder approval of the company's executive pay practices.

While all proposals passed overwhelmingly, the lowest margin of 'For' votes was for Director Bruce Brook, with 92.77% of votes cast in favor, and 7.23% against. The advisory vote on executive compensation also saw approximately 7.33% of votes cast against it. However, these are not considered significant dissenting votes given the overall high approval rates.

The ratification of Ernst & Young LLP by a large majority signifies that shareholders are comfortable with the firm's role in auditing Newmont's financial statements. This vote reinforces confidence in the transparency and reliability of the company's financial reporting.