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NEWMONT Corp /DE/ — Proxy Solicitation & Information Statement 2025
Mar 16, 2025
29882_rns_2025-03-16_911a1b72-6862-4332-83bd-06aaf28d34e4.pdf
Proxy Solicitation & Information Statement
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6900 E. Layton Ave. Suite 700 Denver, CO 80237
P 303.863.7414 F 303.837.5837 newmont.com
For announcement to the ASX
17 March 2025
Newmont Corporation (NYSE: NEM, ASX: NEM, TSX: NGT, PNGX: NEM) filed the attached Additional Proxy Soliciting Materials (Notice of Availability of Proxy Materials and Form of Voting Instruction Form) with the United States Securities and Exchange Commission (“SEC”) on Friday, 14 March 2025 U.S. Eastern Daylight Time.
A copy of the report can be found on Newmont’s website at Newmont Corporation - Investors - Reports & Filings.
The Annual Report can also be found on the SEC EDGAR site at EDGAR – (sec.gov).
Authorised for release by Logan Hennessey – Deputy General Counsel & Corporate Secretary
Stay Informed about Newmont
To receive updates directly to your inbox on financial news releases, press releases, upcoming events and presentations, performance reports, blog posts and more, sign up at the bottom of Newmont’s homepage.
For further information please contact:
| Investor Contact - Global | Media Contact - Global |
|---|---|
| Neil Backhouse | Shannon Lijek |
| [email protected] | [email protected] |
| Investor Contact - Australia and Asia | Media Contact – Australia and Asia |
| Natalie Worley | Rosalie Cobai |
| [email protected] | [email protected] |
6900 E. Layton Ave. Suite 700 Denver, CO 80237
P 303.863.7414
F 303.837.5837 newmont.com
About Newmont
Newmont is the world’s leading gold company and a producer of copper, zinc, lead, and silver. The Company’s world-class portfolio of assets, prospects, and talent is anchored in favorable mining jurisdictions in Africa, Australia, Latin America & Caribbean, North America, and Papua New Guinea. Newmont is the only gold producer listed in the S&P 500 Index and is widely recognized for its principled environmental, social, and governance practices. Newmont is an industry leader in value creation, supported by robust safety standards, superior execution, and technical expertise. Founded in 1921, the Company has been publicly traded since 1925.
At Newmont, our purpose is to create value and improve lives through sustainable and responsible mining. To learn more about Newmont’s sustainability strategy and initiatives, go to Newmont.com.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
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☒ Filed by the Registrant
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☐ Filed by a Party other than the Registrant
CHECK THE APPROPRIATE BOX:
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☐ Preliminary Proxy Statement
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☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☐ Definitive Proxy Statement
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☒ Definitive Additional Materials
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☐ Soliciting Material Under Rule 14a-12
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Newmont Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
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☒ No fee required
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☐ Fee paid previously with preliminary materials
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
Step 1: Go to www.envisionreports.com/NEM. Step 2: Click on Cast Your Vote or Request Materials. Step 3:Follow the instructions on the screen to log in. www.envisionreports.com/NEM Online Go towww.envisionreports.com/NEM or scan the QR code — login details are located in the shaded bar below.Stockholder Meeting Notice 0447DC Important Notice Regarding the Availability of Proxy Materials for theNewmont Corporation Annual Stockholder Meeting to be Held on Wednesday, April 30, 2025 Under Securitiesand Exchange Commission rules, you are receiving this notice that the proxy materials for the annualstockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and voteonline or request a copy. The items to be voted on and location of the annual meeting are on the reverse side.Your vote is important! This communication presents only an overview of the more complete proxy materials thatare available to you on the Internet. We encourage you to access and review all of the important informationcontained in the proxy materials before voting. The 2025 Proxy Statement and the 2024 Annual Report on Form10-K to Stockholders are available at: Obtaining a Copy of the Proxy Materials – If you want to receive a copy ofthe proxy materials, you must request one. There is no charge to you for requesting a copy. Please make yourrequest as instructed on the reverse side on or before April 16, 2025 to facilitate timely delivery. 2NOT EasyOnline Access — View your proxy materials and vote. When you go online, you can also help the environment byconsenting to receive electronic delivery of future materials. Step 4: Make your selections as instructed on eachscreen for your delivery preferences. Step 5: Vote your shares.
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Here’s how to order a copy of the proxy materials and select delivery preferences: Current and future deliveryrequests can be submitted using the options below. If you request an email copy, you will receive an email with alink to the current meeting materials. PLEASE NOTE: You must use the number in the shaded bar on the reverseside when requesting a copy of the proxy materials. — Internet – Go to www.envisionreports.com/NEM. ClickCast Your Vote or Request Materials. — Phone – Call us free of charge at 1-866-641-4276. — Email – Send anemail to [email protected] with “Proxy Materials Newmont Corporation” in the subject line.Include your full name and address, plus the number located in the shaded bar on the reverse side, and statethat you want a paper copy of the meeting materials. To facilitate timely delivery, all requests for a paper copy ofproxy materials must be received by April 16, 2025. The 2025 Annual Meeting of Stockholders of NewmontCorporation will be held on Wednesday, April 30, 2025 at 8:00 A.M. Mountain Daylight Time, virtually via theinternet at https://meetnow.global/MNHSGC7. Proposals to be voted on at the meeting are listed below alongwith the Board of Directors’ recommendations. The Board of Directors recommends a vote FOR proposals One,Two and Three: 1. Election of Directors: 01 - Gregory H. Boyce 02 - Bruce R. Brook 03 - Maura J. Clark 04 -Harry M. Conger 05 - Emma FitzGerald 06 - Sally-Anne Layman 07 - José Manuel Madero 08 - René Médori 09 -Jane Nelson 10 - Tom Palmer 11 - Julio M. Quintana 12 - David T. Seaton 2. Approval of the advisory resolutionon Newmont’s executive compensation. 3. Ratification of the Audit Committee’s appointment of Ernst and YoungLLP as Newmont’s independent registered public accounting firm for 2025. The Board of Directors has fixed theclose of business on March 3, 2025, as the record date (the “Record Date”) for the determination of stockholdersentitled to receive notice of and to vote at the Annual Meeting or any adjournment(s) thereof. PLEASE NOTE –YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request apaper copy of the proxy materials to receive a proxy card. Stockholder Meeting Notice
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SRN/HIN: I9999999999 See the reverse side of this notice to obtain proxy materials and voting instructionswww.investorvote.com.au information is: Control Number: 999999 PIN: 99999 Access the meeting documents Review and update yoursecurityholding For all enquiries call: (within Australia) 1300 850 505 (outside Australia) +61 3 9415 4000 *Exercise Your Right to Vote *** IMPORTANT NOTICE Regarding the Availability of Proxy Materials for theStockholder Meeting to be held on 30 April 2025 PLEASE NOTE: For security reasons it is important that youkeep your Newmont Corporation. This is not a ballot. You cannot use this notice to vote the shares underlying the CDIs orPDIs. This communication presents only an overview of the more complete proxy materials that are available toyou on the internet. You may view the proxy materials online at www.investorvote.com.au or easily request apaper copy (see reverse side). We encourage you to access and review all of the important information containedin the proxy materials before voting. For your vote to be effective it must be received by 5.00pm (AustralianEastern Standard Time) on Thursday, 24 April 2025. Date: Location: Meeting Information Wednesday, 30 April 2025 8:00am (Mountain Daylight Time) To be heldonline at meetnow.global/MNHSGC7 Time: 3 March 2025 Samples/000001/000001/i12 S00000112Q01 � SRN/HIN confidential. You are receiving this communication because you hold CDIs or PDIs in � To vote online, 24 hours a day, 7 days a week: Cast your vote Your secure access � Meeting Type: 2025 Annual Meeting For holders as of:
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- Election of Directors 01. Gregory H. Boyce 02. Bruce R. Brook 03. Maura J. Clark 04. Harry M. Conger 05.Emma FitzGerald 06. Sally-Anne Layman 07. José Manuel Madero 08. René Médori 09. Jane Nelson 10. TomPalmer 11. Julio M. Quintana 12. David T. Seaton 2. Approval of the advisory resolution on Newmont’s executivecompensation. 3. Ratification of the Audit Committee’s appointment of Ernst and Young LLP as Newmont’sindependent registered public accounting firm for 2025. NOTE: Such other business as may properly comebefore the meeting or any adjournment thereof. Before You Vote How to Access the Proxy Materials ProxyMaterials Available to VIEW or RECEIVE: CDI/PDI Voting Instruction Form Notice of Meeting and ProxyStatement Annual Report How to View Online: Have the 6-Digit Control Number available (located on the front ofthis document) and visit: www.investorvote.com.au How to Request and Receive a PAPER or E-MAIL Copy: Ifyou want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge forrequesting a copy. Please choose one of the following methods to make your request: 1) BY TELEPHONE:(within Australia) 1300 850 505 or (outside Australia) +61 3 9415 4000 2) BY E-MAIL:[email protected] Please make the request as instructed above on or before 4.00pmTuesday, 15 April 2025 (Australian Eastern Daylight Time) to facilitate timely delivery. If requesting materials bye-mail, please send an e-mail containing your registered name, address and SRN/HIN. How To Vote PleaseChoose One of the Following Voting Methods Voting Items The Board of Directors recommends you vote FORthe following: Vote By Internet: To vote now by internet, go to www.investorvote.com.au. Have the 6-Digit ControlNumber available and follow the instructions. Vote By Mail: If you have received, by request, a hard copy of thevoting instruction form, and wish to submit your voting instruction by mail, you should complete and return thevoting instruction form to: Computershare Investor Services GPO Box 242 Melbourne VIC 3001
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Each CHESS Depositary Interest (CDI) is equivalent to one share of Company Common Stock, so that every 1(one) CDI registered in your name on Monday, 3 March 2025 entitles you to one vote. You can vote bycompleting, signing and returning your CDI Voting Instruction Form. This form gives your voting instructions toCHESS Depositary Nominees Pty Ltd, which will vote the underlying shares on your behalf. You need to returnthe form no later than the time and date shown above to give CHESS Depositary Nominees Pty Ltd enough timeto tabulate all CHESS Depositary Interest votes and to vote on the underlying shares. For your vote to beeffective it must be received by 5:00pm (AEST) on Thursday 24 April 2025. YOUR VOTE IS IMPORTANT Phone:1300 850 505 (within Australia) +61 3 9415 4000 (outside Australia) Online: www.investorcentre.com/contactNeed assistance? CDI Voting Instruction Form Lodge your Form: By Mail: Computershare Investor Services PtyLimited GPO Box 242 Melbourne VIC 3001 Australia By Fax: 1800 783 447 within Australia or +61 3 9473 2555outside Australia PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.How to Vote on Items of Business SIGNING INSTRUCTIONS FOR POSTAL FORMS XX Individual: Where theholding is in one name, the securityholder must sign. Joint Holding: Where the holding is in more than one name,all of the securityholders should sign. Power of Attorney: If you have not already lodged the Power of Attorneywith the Australian registry, please attach a certified photocopy of the Power of Attorney to this form when youreturn it. Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxesprovided, which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director andCompany Secretary. Delete titles as applicable. You may elect to receive meeting-related documents, or requesta particular one, in electronic or physical form and may elect not to receive annual reports. To do so, contactComputershare. Samples/000001/000001/i12 S00000112Q01
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- Election of Directors 01 Gregory H. Boyce 02 Bruce R. Brook 03 Maura J. Clark 04 Harry M. Conger 05 EmmaFitzGerald 06 Sally-Anne Layman 07 José Manuel Madero 08 René Médori 09 Jane Nelson 10 Tom Palmer 11Julio M. Quintana 12 David T. Seaton 2. Approval of the advisory resolution on Newmont’s executivecompensation. 3. Ratification of the Audit Committee’s appointment of Ernst and Young LLP as Newmont’sindependent registered public accounting firm for 2025. 315719_01_V1 For Withhold For Against Abstain TheBoard of Directors recommends a vote FOR proposals One, Two and Three. Change of address. If incorrect,mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (referencenumber commences with ‘X’) should advise your broker of any changes. I/We being a holder of CHESSDepositary Interests of Newmont Corporation hereby direct CHESS Depositary Nominees Pty Ltd to vote theshares underlying my/our holding at the Annual Meeting of Newmont Corporation to be held online athttps://meetnow.global/MNHSGC7 on Wednesday 30 April 2025 at 8:00am (Mountain Daylight Time) and at anyadjournment or postponement of that meeting. By execution of this CDI Voting Form the undersigned herebyauthorises CHESS Depositary Nominees Pty Ltd to appoint such proxies or their substitutes to vote in theirdiscretion on such business as may properly come before the meeting. N E M 3 1 5 7 1 9 A Voting Instructions toCHESS Depositary Nominees Pty Ltd CHESS Depositary Nominees Pty Ltd will vote as directed CDI VotingInstruction Form Please mark to indicate your directions Step 1 XX Step 2 This section must be completed.Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & Sole Company Secretary DirectorDirector/Company Secretary Update your communication details By providing your email address, you consent toreceive future Notice Mobile Number Email Address of Meeting & Proxy communications electronically (Optional)Step 3 Signature of Securityholder(s) Date / /
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Each PETS Depositary Interest (PDI) is equivalent to one share of Company Common Stock, so that every 1(one) PDI registered in your name on Monday, 3 March 2025 entitles you to one vote. You can vote bycompleting, signing and returning your PDI Voting Instruction Form. This form gives your voting instructions toPNGCSD Nominee Limited, which will vote the underlying shares on your behalf. You need to return the form nolater than the time and date shown above to give PNGCSD Nominee Limited enough time to tabulate all PETSDepositary Interest votes and to vote on the underlying shares. For your vote to be effective it must be receivedby 5:00pm (AEST) on Thursday 24 April 2025. YOUR VOTE IS IMPORTANT Phone: 1300 850 505 (withinAustralia) +61 3 9415 4000 (outside Australia) Online: www.investorcentre.com/contact Need assistance? PDIVoting Instruction Form Lodge your Form: By Mail: Computershare Investor Services Pty Limited GPO Box 242Melbourne VIC 3001 Australia By Fax: 1800 783 447 within Australia or +61 3 9473 2555 outside AustraliaPLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential. How to Vote onItems of Business SIGNING INSTRUCTIONS FOR POSTAL FORMS XX Individual: Where the holding is in onename, the securityholder must sign. Joint Holding: Where the holding is in more than one name, all of thesecurityholders should sign. Power of Attorney: If you have not already lodged the Power of Attorney with theAustralian registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.Companies: Only duly authorised officer/s can sign on behalf of a company. Please sign in the boxes provided,which state the office held by the signatory, ie Sole Director, Sole Company Secretary or Director and CompanySecretary. Delete titles as applicable. You may elect to receive meeting-related documents, or request a particularone, in electronic or physical form and may elect not to receive annual reports. To do so, contact Computershare.Samples/000001/000001/i12 S00000112Q01
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- Election of Directors 01 Gregory H. Boyce 02 Bruce R. Brook 03 Maura J. Clark 04 Harry M. Conger 05 EmmaFitzGerald 06 Sally-Anne Layman 07 José Manuel Madero 08 René Médori 09 Jane Nelson 10 Tom Palmer 11Julio M. Quintana 12 David T. Seaton 2. Approval of the advisory resolution on Newmont’s executivecompensation. 3. Ratification of the Audit Committee’s appointment of Ernst and Young LLP as Newmont’sindependent registered public accounting firm for 2025. 315707_01_V1 For Withhold For Against Abstain TheBoard of Directors recommends a vote FOR proposals One, Two and Three. Change of address. If incorrect,mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (referencenumber commences with ‘X’) should advise your broker of any changes. I/We being a holder of PETS DepositaryInterests of Newmont Corporation hereby direct PNGCSD Nominee Limited to vote the shares underlying my/ourholding at the Annual Meeting of Newmont Corporation to be held online at https://meetnow.global/MNHSGC7 onWednesday 30 April 2025 at 8:00am (Mountain Daylight Time) and at any adjournment or postponement of thatmeeting. By execution of this PDI Voting Form the undersigned hereby authorises PNGCSD Nominee Limited toappoint such proxies or their substitutes to vote in their discretion on such business as may properly come beforethe meeting. N E M 3 1 6 3 4 9 A Voting Instructions to PNGCSD Nominee Limited PNGCSD Nominee Limitedwill vote as directed PDI Voting Instruction Form Please mark to indicate your directions Step 1 XX Step 2 Thissection must be completed. Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director & SoleCompany Secretary Director Director/Company Secretary Update your communication details By providing youremail address, you consent to receive future Notice Mobile Number Email Address of Meeting & Proxycommunications electronically (Optional) Step 3 Signature of Securityholder(s) Date / /