FREEPORT-MCMORAN INC
For the period ended Jun 11, 2025. Filed Apr 25, 2025.
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Jun 11, 2025 · Filed Apr 25, 2025
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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
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Filed by a Party other than the Registrant
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Check the appropriate box:
| ☐ | 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 §240.14a-12 |
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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 |
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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 14a-6(i)(1) and 0-11 |
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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 provide an update on the company’s 2024 performance.
In 2024, our team achieved solid operating and financial results. We met our annual copper sales guidance, and our unit cost performance slightly surpassed our guidance at the start of the year. Our revenues, adjusted EBITDA and operating cash flows exceeded 2023, boosted by higher prices for copper and gold.
We advanced several initiatives targeted to enhance operating performance, growth and stockholder value. In the Americas, we added incremental production volumes through our leach innovation initiatives and initiated several new projects aiming to increase production in the near-term. The PT Freeport Indonesia (PTFI) team achieved multiple new operating records at Grasberg and completed construction of the new smelter and precious metals refinery in Gresik. In October, a fire at the new smelter tested our resilience. We are proud of the team’s swift response to develop plans for the required repairs, and the recovery is progressing.
As previously reported, the board oversaw the successful leadership transition of our chief executive officer, with Kathleen Quirk succeeding Richard C. Adkerson as CEO in June. With over 35 years at Freeport, including as chief financial officer and president, Kathleen’s deep knowledge of the organization, steady leadership and universal respect she has earned from the global Freeport team and external stakeholders enabled a seamless transition. Under Kathleen’s leadership and with the board’s guidance and oversight, Freeport remains steadfast in its strategy of being “Foremost in Copper.” Richard continues to support Freeport as chairman of the board, focusing on strategic matters of significance to the company.
Being “Foremost in Copper” means we are committed to being a responsible copper producer. The health and safety of our global workforce is a core company value and foundational to all
functions of our organization. Notably, our safety incident rate improved in 2024 and was the lowest in over a decade. However, we also mourned the loss of two logistics contractors, who were fatally injured during 2024. We remain committed to continuing to improve our safety performance through focused initiatives that are underway across our operations and through active oversight and engagement by our board’s corporate responsibility committee.
We also achieved important progress in 2024 across our strategy-aligned environmental and social initiatives. Freeport continues to maintain third-party validation under responsible production frameworks, including the Copper Mark and/or Molybdenum Mark at all our operating sites.
The board is confident that Freeport’s experienced leadership team, high-performance culture and high-quality assets position the company to capitalize on favorable long-term demand drivers. Our strong focus remains on enhancing productivity, managing costs and capital, and advancing opportunities for long-term profitable growth and value creation.
We are excited about the future of Freeport and together, we will continue “Powering Progress” for the benefit of our stakeholders.
Thank you for your continued trust, support and investment in Freeport.
Sincerely,
Dustan E. McCoy
Lead Independent Director
April 25, 2025
| 2025 Proxy Statement | 1 |
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Notice of 2025 Annual Meeting of Stockholders
| DATE | TIME | LOCATION | RECORD DATE | ||||
| Wednesday, June 11, 2025 | 9:00 a.m. Eastern Time | Virtual at www.meetnow.global/FCX2025 | April 14, 2025 |
| Purpose of Meeting · BoardRecommendation · PageReference | |||
|---|---|---|---|
| 1 | Elect twelve directors | FOReach nominee | 12 |
| 2 | Approve, on an advisory basis, the compensation of our named executive officers | FOR | 35 |
| 3 | Approve the 2025 Stock Incentive Plan | FOR | 70 |
| 4 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2025 | FOR | 79 |
Stockholders will also transact such other business as may properly come before the 2025 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 14, 2025, are entitled to participate (including vote and submit questions) at the annual meeting.
In a continued effort to provide access regardless of geographic location and cost savings for our stockholders and the company, this year’s annual meeting again will be conducted virtually via a live audio webcast, accessible atwww.meetnow.global/FCX2025. 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 82.
By Order of the Board of Directors.
MONIQUE A. CENAC
Assistant General Counsel and Corporate Secretary
First distributed to stockholders on or about April 25, 2025
How to Vote*
| INTERNET | PHONE | |||||
| Go to www.envisionreports.com/FCX | Call toll-free 1-800-652-VOTE (8683) within the U.S., U.S. territories and Canada | Mark, 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, 2025
This proxy statement and our 2024 annual report to stockholders are available atedocumentview.com/FCX.
| 2 | Freeport |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.