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FREEPORT-MCMORAN INC

For the period ended Jun 11, 2024. Filed Apr 26, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 11, 2024 · Filed Apr 26, 2024

FCX$59.42+2.6%Stored close · as of Nov 6, 2026
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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

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

Freeport-McMoRan Inc.

(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):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Dear Fellow Stockholders,

On behalf of the Freeport-McMoRan Inc. (Freeport) board of directors in my role as lead independent director, I am pleased to update you on our accomplishments over the past year.

In 2023, we maintained focus on the responsible execution of our strategic priorities against the continued backdrop of a challenging economic and inflationary environment. Our focus drove another year of solid operating results across our business, with outstanding progress at our PT Freeport Indonesia underground mining operations in Indonesia and our Cerro Verde mining operations in Peru, both of which achieved multiple operating records. We also built momentum in the Americas with our leach innovation initiatives. These successes are attributable to our highly capable management team and talented global workforce, supported by strong ongoing engagement and oversight by the board.

We were pleased to announce earlier this year that Kathleen Quirk, our president and a member of the board, will succeed Richard Adkerson as Freeport’s chief executive officer as of the upcoming annual meeting. Richard’s leadership has been instrumental in shaping Freeport into a global leader in our industry, and he will continue to play a critical role as our chairman of the board. This transition is the result of a multi-year succession planning process led by the board. Throughout this process the board recognized Kathleen’s distinguished tenure and contributions at Freeport, her insight into our strategy and operations, her proven leadership and track record of accomplishments, and the deep respect she has earned from our internal and external stakeholders. The board is excited about the future of Freeport under Kathleen’s leadership as we continue to focus on sustained value creation for our stakeholders.

In addition to our successful business execution and leadership transition, Freeport continues to make progress on our initiatives and lead as a responsible producer of copper. Among other accomplishments, we achieved and maintained the Copper

Mark and/or Molybdenum Mark at all of our operating sites, continued to progress implementation of the Global Industry Standard on Tailings Management and continued to advance our climate strategy and other important sustainability-related initiatives. The health and safety of our global workforce continues to be our top priority and critical to our ongoing success. The board provides oversight of our health and safety performance and initiatives including through regular engagement with management.

The board’s oversight and engagement go beyond the boardroom. In 2023, the board had the opportunity to participate in site visits at Morenci and Safford/Lone Star in Arizona. We benefitted from a tour of Safford/Lone Star and Morenci and anin-depth visit to the Morenci mine, mill, leach innovation initiatives and tailings storage facilities. The pride and dedication of our workforce and effectiveness of our programs are embedded in all of our mining operations, and were in full display at these locations.

Looking ahead, the board is confident that Freeport has a solid foundation for continued success, driven by our strong combination of high-quality global assets, a durable track record of execution, a high-performing, collaborative culture, and an exceptional leadership team. I’m proud of what our team has accomplished and look forward to the future as we continue to unlock “The Value of Copper” for the benefit of all stakeholders.

On behalf of the board, thank you for your continued trust, support and investment in Freeport.

Sincerely,

Dustan E. McCoy

Lead Independent Director

April 26, 2024

2024 Proxy Statement1

Notice of 2024 Annual Meeting of Stockholders

DATETIMELOCATIONRECORD DATE
Tuesday, June 11, 202410:00 am Eastern TimeVirtual at www.meetnow.global/FCX2024April 15, 2024
Purpose of Meeting · BoardRecommendation · PageReference
1Elect twelve directorsFOReach nominee13
2Approve, on an advisory basis, the compensation of our named executive officersFOR37
3Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024FOR69
4Approve the amendment to our certificate of incorporation to provide for officer exculpationFOR72

Stockholders will also transact such other business as may properly come before the 2024 annual meeting of stockholders (or any adjournment or postponement thereof, the annual meeting). Only stockholders of record as of the close of business on April 15, 2024, are entitled to participate (meaning vote and submit questions) at the annual meeting.

In an effort to provide access regardless of geographic location and cost savings for our stockholders and the company, this year’s annual meeting will be conducted virtually via a live audio webcast, accessible atwww.meetnow.global/FCX2024. For information regarding how to join and participate in our virtual annual meeting (including how to vote and submit questions pertinent to the meeting), please see “Questions and Answers About the Proxy Materials, Annual Meeting and Voting” beginning on page 74.

By Order of the Board of Directors.

MONIQUE A. CENAC

Assistant General Counsel and Corporate Secretary

First distributed to stockholders on or about April 26, 2024

How to Vote*

INTERNETPHONEMAIL
Go to www.envisionreports.com/FCXCall toll-free 1-800-652-VOTE (8683) within the U.S., U.S. territories and CanadaMark, sign, date and return your proxy card in the postage-paid envelope
* Beneficial owners of our common stock should follow any instructions provided by their bank, broker, trustee or other nominee.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 11, 2024

This proxy statement and our 2023 annual report to stockholders are available atedocumentview.com/FCX.

2Freeport
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