NEWMONT Corp DE

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

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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

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(Name of Registrant as Specified In Its Charter)

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(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

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LETTER FROM INDEPENDENT CHAIR OF THE BOARD OF DIRECTORS

Dear Fellow Stockholders:

I am pleased to present Newmont’s Proxy Statement and cordially invite you to our 2024 Annual Meeting of Stockholders to be held on Wednesday, April 24, 2024, at 8:00 a.m. Mountain Daylight Time. The Annual Meeting will be held entirely online, which will allow for participation by all of our stockholders, regardless of their geographic location. Please see the Notice of Annual Meeting for more information about how to attend virtually.

On behalf of the full Board of Directors, I sincerely thank you for the trust you have placed in the Board and for your continued investment in Newmont. It is a privilege to serve as your Independent Chair and to work closely with my fellow Directors to carry out our fiduciary responsibilities to you, our stockholders.

SUCCESSFULLY COMPLETED THE ACQUISITION OF NEWCREST

2023 marked a historic milestone for Newmont with the successful completion of the transformational acquisition of Newcrest, which created the world’s leading gold company with robust copper production. Shareholders overwhelmingly voted in favor of this transformational transaction. We appreciate our shareholders’ vote of confidence in Newmont’s strategy, proven operating model and seasoned management team. The acquisition strengthened Newmont’s position as the responsible gold mining leader through the combination of high-quality operations, projects and reserves concentrated in low-risk jurisdictions, including 10 Tier 1 operations* to support decades of safe, profitable and responsible gold and copper production. The Board of Directors and its Committees will hold the management team accountable for safely, efficiently, and responsibly integrating Newcrest’s assets and people into Newmont’s operating model, to accelerate the delivery of our value-focused strategy for all our stakeholders.

BOARD OVERSIGHT AND DIVERSITY

Guided by our purpose and values, the members of our Board leverage their diverse backgrounds, skills, and experiences to oversee strategy and evaluate risk and performance for Newmont’s long-term success. In connection with the Newcrest acquisition, we welcomed Philip Aiken AM and Sally-Anne Layman from the Newcrest Board to our Board of Directors. Mr. Aiken is a well-respected business leader and seasoned director with a robust understanding of the extractives industry, the Australian market and strategic development. Ms. Layman is an experienced director and former senior executive with extensive experience in the mining and finance sectors. Both Mr. Aiken and Ms. Layman bring to the Board a deep understanding of the people and assets being integrated into Newmont’s business.

Our Board understands the importance of leading by example and thoughtfully considers our Board’s composition. More than 63% of the independent directors nominated for election at the upcoming Annual Meeting bring a form of ethnic or gender diversity to the Board, with 45% female representation among independent directors. The Board believes that progressing an inclusive workplace culture is critical to attracting and retaining the talented and diverse workforce and leadership necessary to ensure that Newmont is well positioned to face operational and strategic challenges as an industry leader.

SUSTAINABILITY LEADERSHIP

We remain focused on maintaining industry leadership in safety, environmental, social, and governance performance as we integrate Newcrest’s assets. The Board’s oversight is guided by Newmont’s corporate purpose: to create value and improve lives through sustainable and responsible mining. Newmont’s commitment to sustainability is foundational to achieving that purpose. Both the Board and management have an ongoing responsibility and commitment to understanding the needs and expectations of our stakeholders. The Board understands that transparent and respectful engagement is essential to ensuring our social acceptance and our ability to be a trusted leader in mining and creating long-term value for all of our stakeholders. Newmont has been listed on the Dow Jones Sustainability World Index since 2007, and continues to be widely recognized for our sustainability practices. In 2023, Newmont was named most transparent company in the S&P 500, according to Bloomberg’s ESG Disclosure Score, and received a top 1% S&P Global ESG Score in the metals and mining sector. I invite you to visit Newmont’s Annual Sustainability Report, Climate Report, and other voluntary sustainability reporting at www.newmont.com/sustainability to learn more about how Newmont continues to build a safe, profitable, and responsible business.

YOUR VOTE AND FEEDBACK IS IMPORTANT

We would like to thank our stockholders and other stakeholders for the time they commit to engaging in productive dialogues with Newmont. We are grateful for the feedback shared with our leadership team and directly with members of the Board. The Board considers your input as an important factor in deliberations and decision-making. Please continue to share your opinions, suggestions, and concerns with us.

We encourage you to vote promptly, even if you plan to attend the 2024 Annual Meeting of Stockholders, and to submit questions in advance of the meeting.

The Board of Directors looks forward to serving your interests in 2024 and beyond. Thank you for your continued support of Newmont.

Very truly yours,

GREGORY H. BOYCE

Independent Chair of the Board of Directors

*See Annex A-2 for definition of Tier 1 assets.

2024 Proxy Statement 1

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

The Annual Meeting of Stockholders of Newmont Corporation will be held at 8:00 a.m., Mountain Daylight Time, on Wednesday, April 24, 2024, at https://meetnow.global/MKS9NSL. At the 2024 Annual Meeting, the stockholders will be asked to vote on the following proposals and to conduct any other business properly brought before the meeting.

Record Date: February 27, 2024

Date These Proxy Materials Are First Being Sent to Stockholders: On or about March 14, 2024

The 2024 Annual Meeting of Stockholders is being held in a virtual format conducted solely online which will allow for greater participation regardless of geographic location.

All holders of the Company’s Common Stock, CHESS Depositary Interests (“CDIs”) or PETS Depositary Interests (“PDIs”) as of the Record Date are invited to virtually attend the Annual Meeting.

To participate, holders of Newmont Common Stock will need the unique control number that was included in the proxy materials. If your shares of Common Stock are held in “street name,” meaning your shares are held in a brokerage account or by a bank or other nominee, and your proxy materials do not include a control number, you should contact the broker, bank or other nominee that holds your shares with any questions about obtaining a control number. Holders of Newmont CDIs and PDIs should follow the instructions in the section entitled “General Information” on page 109 to obtain a control number.

It is important that your shares be represented at the Annual Meeting whether or not you are able to attend. Please promptly vote your securities at your earliest convenience.

Holders of Newmont Common Stock as of the Record Date may vote online prior to the meeting by visiting http://envisionreports.com/NEM and entering the control number found in your Notice of Internet Availability of Proxy Materials, or, by phone or by mail. You may also vote during the Annual Meeting by visiting https://meetnow.global/MKS9NSL, entering the control number and following the instructions.

Holders of Newmont CDIs and PDIs as of the Record Date may direct the voting of the common stock underlying the Newmont CDIs or PDIs through the Company’s CDI Depositary, CHESS Depositary Nominees Pty Ltd (“CDN”) and PDI Depositary, PNGCSD Nominee Limited (“PNGCSD”), respectively. Each holder of Newmont CDIs and PDIs may instruct CDN or PNGCSD (as applicable) to vote at the Annual Meeting on their behalf: online at www.investorvote.com.au or by contacting Computershare Australia (using the details on the Notice of Access Letter) to request a hard copy of the CDI voting or PDI voting form (as applicable) to be sent in the mail to their registered address. Holders of CDIs and PDIs are invited to attend the Annual Meeting but may not vote electronically during the Annual Meeting. For more detailed information, see the section entitled “General Information —Voting Your Shares —If you hold Newmont CDIs or PDIs” on page 111.

Voting online or by telephone is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Newmont reduce postage and proxy tabulation costs. For more detailed information on how to vote and applicable deadlines, see the section entitled “General Information —Voting Your Shares” on page 110.

By Order of the Board of Directors,

LOGAN HENNESSEY

Deputy General Counsel and Corporate Secretary

Denver, Colorado

March 11, 2024

2 Newmont Corporation