NEWMONT Corp /DE/
For the period ended May 12, 2026. Filed Mar 26, 2026.
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May 12, 2026 · Filed Mar 26, 2026
Contents
PROPOSAL THREE — RATIFICATION OF
PROPOSAL THREE — RATIFICATION OF** APPOINTMENT OF INDEPENDENT REGISTERED****
**PUBLIC ACCOUNTING FIRM
Newmont’s Audit Committee of the Board of Directors evaluates the selection of independent auditors each year and has selected Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. In September 2014, the Company formally engaged EY as its independent registered public accounting firm for the fiscal year ended December 31, 2015. EY has continued to serve as the Company’s independent registered public accounting firm since that time.
The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the Company’s independent registered public accounting firm retained to audit the Company’s consolidated financial statements. In accordance with its commitment to sound corporate governance practices, the Audit Committee reviews whether it is in the Company’s best interests to rotate the Company’s independent registered public accounting firm (“independent auditor”). In fulfilling its oversight responsibility, the Audit Committee carefully reviews the policies and procedures for the engagement of the independent auditor, including the scope of the audit, audit fees, auditor independence matters, performance of the independent auditors, and the extent to which the independent auditor may be retained to perform non-audit services. The Audit Committee and its Chair are also directly involved with the selection, review and evaluation of the lead engagement partner, and the negotiation of audit fees. The Audit Committee reviews the performance of the independent auditor annually. In conducting its review, the Audit Committee considers, among other things:
| } | the professional qualifications and effectiveness of EY, the lead audit partner and other key engagement partners |
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| } | EY’s historical and recent performance on the Company’s audit, including the extent and quality of EY’s communications with the Audit Committee |
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| } | an analysis of EY’s known legal risks and significant proceedings that may impair its ability to perform the Company’s annual audit |
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| } | data relating to audit quality and performance, including the most recent Public Company Accounting Oversight Board (“PCAOB”) reports on EY and its peer firms |
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| } | the appropriateness of EY’s fees |
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| } | EY’s independence policies and its processes for maintaining its independence |
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| } | EY’s tenure as the Company’s independent auditor and its depth of understanding of the Company’s global business, operations and systems, accounting policies and practices, including the potential effect on the financial statements of the major risks and exposures facing the Company, and internal control over financial reporting |
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| } | EY’s demonstrated professional integrity and objectivity, including through rotation of the lead audit partner and other key engagement partners |
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| } | EY’s capability, expertise and efficiency in handling the breadth and complexity of the Company’s global operations, including of the lead audit partner and other key engagement partners |
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| } | the advisability and potential impact of selecting a different independent public accounting firm |
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As a result of its evaluation of EY’s qualifications, performance and independence, the Board and the Audit Committee believe that the continued retention of EY to serve as the Company’s independent auditor for the year ending December 31, 2026, is in the best interests of the Company and its stockholders.
As a matter of good corporate governance, the Board and the Audit Committee submit the selection of the independent auditor to our stockholders for ratification in connection with the 2026 Annual Meeting. If the selection of EY is not ratified by a majority of the shares of common stock present or represented at the Annual Meeting and entitled to vote on the matter, the Audit Committee will review its selection of an independent auditor in light of that vote result. Even if this appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent auditor at any time during
| 2026 Proxy Statement | 99 |
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Proposal Three—Ratification of Appointment of Independent Registered Public Accounting Firm
the year if the Audit Committee determines that such a change would be in the best interest of the Company and its stockholders.
We expect that a representative of EY will attend the Annual Meeting, and the representative will have an opportunity to make a statement. The representative will also be available to respond to appropriate questions from stockholders.
| FOR | |
| | The Board of Directors unanimously recommends that you vote FOR the ratification of Ernst and Young LLP as Newmont’s independent registered public accounting firm for the fiscal year ended December 31, 2026. |
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