UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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| ITEM 5.07. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
On April 26, 2023, Newmont Corporation, a Delaware Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders. The following matters were voted upon at the Annual Meeting: (1) the election of Directors; (2) the approval of the advisory resolution on executive compensation; (3) ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023; and (4) the approval on the frequency of future advisory votes on executive compensation.
All matters voted on at the Annual Meeting were approved. Abstentions are counted in tabulations of the votes cast on proposals presented to stockholders (except with respect to the Election of Directors, where abstentions are excluded). The voting results were as follows:
Proposal #1 – Election of Directors.
| Directors | Votes For | % of votes cast | Withheld Votes | % of votes cast | Abstentions | Broker Non-Votes | ||||||||||||||||||
| Patrick G. Awuah, Jr. | 559,543,030 | 99.59 | 2,324,433 | 0.41 | 623,037 | 46,369,947 | ||||||||||||||||||
| Gregory H. Boyce | 551,023,162 | 98.07 | 10,854,201 | 1.93 | 613,137 | 46,369,947 | ||||||||||||||||||
| Bruce R. Brook | 504,301,534 | 90.63 | 52,147,473 | 9.37 | 6,041,493 | 46,369,947 | ||||||||||||||||||
| Maura J. Clark | 551,124,425 | 98.08 | 10,769,691 | 1.92 | 596,384 | 46,369,947 | ||||||||||||||||||
| Emma FitzGerald | 557,158,414 | 99.22 | 4,358,670 | 0.78 | 973,416 | 46,369,947 | ||||||||||||||||||
| Mary A. Laschinger | 551,646,247 | 98.18 | 10,227,071 | 1.82 | 617,182 | 46,369,947 | ||||||||||||||||||
| José Manuel Madero | 560,090,579 | 99.68 | 1,771,075 | 0.32 | 628,846 | 46,369,947 | ||||||||||||||||||
| René Médori | 551,656,262 | 98.19 | 10,189,849 | 1.81 | 644,389 | 46,369,947 | ||||||||||||||||||
| Jane Nelson | 537,478,293 | 96.48 | 19,615,948 | 3.52 | 5,396,259 | 46,369,947 | ||||||||||||||||||
| Tom Palmer | 560,226,666 | 99.72 | 1,564,695 | 0.28 | 699,139 | 46,369,947 | ||||||||||||||||||
| Julio M. Quintana | 546,834,490 | 97.33 | 15,021,917 | 2.67 | 634,093 | 46,369,947 | ||||||||||||||||||
| Susan N. Story | 560,043,134 | 99.67 | 1,840,506 | 0.33 | 606,860 | 46,369,947 | ||||||||||||||||||
Proposal #2 – Approval of the Advisory Resolution on Executive Compensation.
| %
of Votes Cast on the Proposal | ||||||||
| Votes For | 528,292,897 | 93.92 | ||||||
| Votes Against | 33,080,084 | 5.88 | ||||||
| Abstentions | 1,117,519 | 0.20 | ||||||
| Broker Non-Votes | 46,369,947 | - | ||||||
Proposal #3 - Ratification of Appointment of Independent Registered Public Accounting Firm.
| % of Votes Cast at the Annual Meeting | ||||||||
| Votes For | 603,859,109 | 99.18 | ||||||
| Votes Against | 4,375,553 | 0.72 | ||||||
| Abstentions | 625,785 | 0.10 | ||||||
Proposal #4 – Approval on the Frequency of Future Advisory Votes on Executive Compensation.
%
of Votes Cast | ||||||||
| 1 Year | 551,577,483 | 90.59 | ||||||
| 2 Years | 845,914 | 0.14 | ||||||
| 3 Years | 9,026,562 | 1.48 | ||||||
| Abstentions | 1,040,541 | 0.17 | ||||||
| Broker Non-Votes | 46,369,947 | 7.62 | ||||||
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| By: | /s/ Logan Hennessey | |
| Name: | Logan Hennessey | |
| Title: | Vice President, Associate General Counsel and Corporate Secretary |
Dated: April 27, 2023
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