FREEPORT-MCMORAN INC
For the period ended Jun 11, 2024. Filed Apr 26, 2024.
View on SEC.govAbout this filing
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
Contents
Proxy Voting Roadmap
This summary highlights select information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before submitting your proxy and voting instructions. For more information regarding our 2023 performance, please review our 2023 annual report to stockholders (2023 annual report), which is being made available to stockholders together with these proxy materials on or about April 26, 2024.
| Proposal No. 1 – Election of Directors | The board recommends that you vote FOR each director nominee. Page 13 |
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| Average Age 66.2 yrs · Average Tenure 6.4 yrs · Diversity | |
| 17% | of director nominees are racially/ethnically diverse |
| 42% | of director nominees are women |
| 50% | of committees are chaired by women |
Director Nominee Overview
| David P. Abney, 68 Retired Chairman and Chief Executive Officer of United Parcel Service, Inc. | Richard C. Adkerson, 77 Chairman of the Board and Chief Executive Officer of Freeport-McMoRan Inc.* | Marcela E. Donadio, 69 Retired Partner and Americas Oil & Gas Sector Leader of Ernst & Young LLP | ||
| Tenure: 3.0 years Other Public Boards: Northrop Grumman Corporation, Target Corporation Committees: A, Cc | Tenure: 17.5 years Other Public Boards: None Committees: None | Tenure: 2.7 years Other Public Boards: Marathon Oil Corporation, Norfolk Southern Corporation, NOV Inc. Committees: A, G | ||
|---|---|---|---|---|
| Robert W. Dudley, 68 Retired Group Chief Executive of BP, p.l.c. | Hugh Grant, 66 Retired Chairman of the Board, President and Chief Executive Officer of Monsanto Company | Lydia H. Kennard, 69 President and Chief Executive Officer of KDG Construction Consulting and Quality Engineering Solutions | ||
| Tenure: 3.0 years Other Public Boards: LyondellBasell Industries N.V. Committees: G, R | Tenure: 2.4 years Other Public Boards: Linde plc Committees: C | Tenure: 10.3 years Other Public Boards: AECOM, Prologis, Inc., Vulcan Materials Company Committees: Gc, R | ||
| Ryan M. Lance, 61 Chairman and Chief Executive Officer of ConocoPhillips | Sara Grootwassink Lewis, 56 Retired Chief Executive Officer of Lewis Corporate Advisors | Dustan E. McCoy, 74 Retired Chairman and CEO of Brunswick Corporation Lead Independent Director | ||
| Tenure: 2.5 years Other Public Boards: ConocoPhillips Committees: R | Tenure: 2.7 years Other Public Boards: Healthpeak Properties, Inc., Weyerhaeuser Company Committees: A | Tenure: 17.1 years Other Public Boards: Louisiana-Pacific Corporation, YETI Holdings, Inc. Committees: C | ||
| Kathleen L. Quirk, 60 President of Freeport- McMoRan Inc.* | John J. Stephens, 64 Retired Senior Executive Vice President and Chief Financial Officer of AT&T Inc. | Frances Fragos Townsend, 62 Founder of Frances FragosTownsend, LLC | ||
| Tenure: 1.2 years Other Public Boards: Vulcan Materials Company Committees: None | Tenure: 4.5 years Other Public Boards: Solid Power, Inc. Committees: Ac | Tenure: 10.3 years Other Public Boards: Chubb Limited, Leonardo DRS, Inc. Committees: Rc | ||
| Committee Key: A Audit C Compensation G Governance R Corporate Responsibility c Chair | Independent Director |
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*Effective as of the annual meeting, Ms. Quirk will succeed Mr. Adkerson as Chief Executive Officer and Mr. Adkerson will continue to serve as Chairman of the Board of Freeport-McMoRan Inc.
| 6 | Freeport |
| Proposal No. 2 – Advisory Vote on the Compensation of Our Named Executive Officers Our executive compensation program is significantly performance-based – linking executive pay, company performance and results for stockholders – and is appropriately balanced between short- and long-term incentives. Annual and long-term incentive awards, which provide variable, at-risk compensation, comprised 90% of our chief executive officer’s (CEO) target direct compensation for 2023, with 72% of his total target compensation being based on measurable performance objectives. 2023 CEO Target Compensation Mix | |
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| Proposal No. 3 – Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2024 In February 2024, the audit committee appointed Ernst & Young LLP (Ernst & Young) to serve as the company’s independent registered public accounting firm for 2024. The audit committee and the board of directors (board) believe that the continued retention of Ernst & Young to serve as the company’s independent registered public accounting firm is in the best interests of the company and its stockholders. | The board recommends that you vote FOR Proposal No. 3. Page 69 |
| Proposal No. 4 – Approval of the Amendment to Our Certificate of Incorporation to Provide for Officer Exculpation Delaware recently amended Section 102(b)(7) of the Delaware General Corporation Law (DGCL) to allow a Delaware corporation to include a provision in its certificate of incorporation eliminating the personal liability of certain officers for monetary damages for breach of fiduciary duty as an officer in certain circumstances. We are asking our stockholders to approve an amendment to our amended and restated certificate of incorporation (certificate of incorporation) to provide for such officer exculpation, similar to our existing ability to exculpate our directors. | The board recommends that you vote FOR Proposal No. 4. Page 72 |
| 2024 Proxy Statement | 7 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.