Skip to main content

FREEPORT-MCMORAN INC

For the period ended Jun 10, 2026. Filed Apr 23, 2026.

View on SEC.gov

About 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 10, 2026 · Filed Apr 23, 2026

FCX$59.42+2.6%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

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

(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

FREEPORT FOREMOST IN COPPER Leading Responsible Copper Producer "Copper at Our Core" reflects the central role copper plays in the global economy and in Freeport's strategy. By supplying responsibly produced copper, we are proud to be a positive contributor to the world well beyond our own operational boundaries. Empowered People + Resilient Communities Safety Respect Integrity Excellence Commitment Thriving Environments Robust Governance Safety We put safety first - for ourselves, our coworkers and our communities. Respect We treat each other and our stakeholders with respect. Integrity We are honest, transparent and responsible. Excellence We pursue excellence in our work. Commitment We are committed to contributing to the long-term sustainability of the environment and communities where we work.

You are represented by a dedicated, capable and purposeful board of directors, who together with engaged leadership and the talent and resolve of the entire Freeport organization, will continue to work to create value for the benefit of our stakeholders.

Dear Fellow Stockholders,

On behalf of the Freeport-McMoRan Inc. (Freeport) board of directors and as lead independent director, I am pleased to provide you with updates on our company’s business and performance in 2025.

Our 2025 performance demonstrates the benefits of our copper-focused strategy, our diversified portfolio of copper assets and the strength, experience and resolve of our management team during a year of complex changes in global trade and geopolitical factors as well as the unique challenges associated with the unprecedented tragedy at the Grasberg operation. The board worked closely with management throughout the year and is proud of our management team’s successful navigation of these issues and the company’s strong positioning for long-term value creation.

Freeport achieved several important milestones during the year, which included progressing our leaching and technology innovation initiatives, converting Bagdad’s haul truck fleet to fully autonomous, restoring the Indonesia smelter operations following the October 2024 fire and advancing opportunities for future organic growth.

We also progressed key sustainability priorities in support of our business objectives, including securing a long-term water agreement at Cerro Verde and completing the implementation of the Global Industry Standard on Tailings Management at all applicable tailings storage facilities.

In February 2026, we achieved a major milestone by entering into a Memorandum of Understanding with the Government of Indonesia for alife-of-resource extension of operating rights for PT Freeport Indonesia (PTFI) in the Grasberg minerals district. This agreement reinforces long-term stability at one of the world’s most significant copper and gold deposits and aligns the interests of Freeport, the Government of Indonesia, and local stakeholders over the life of the resource.

While Freeport had many successes, our team was humbled and deeply saddened by the unprecedented external mud rush incident in Indonesia, which tragically took the lives of seven team members and significantly impacted operations at

Grasberg. With strong leadership, the organization responded with urgency, empathy, diligence and transparency. Both our CEO and Chairman were in continuous and active dialogue with the board from the earliest hours of the incident, and the board remains actively engaged in its oversight role as the company works to restore large-scale operations safely and sustainably.

Ensuring safety across our global operations is critical to protecting our people and remains our highest priority. While we performed better than our target on reportable safety incidents and reduced the number of high-risk incidents, our safety performance was overshadowed by the fatalities following the Grasberg mud rush incident and two additional fatalities in 2025. We are committed to continuous improvement and to leveraging lessons learned to uphold the highest standards of safety for our most important asset – our people.

The challenges and opportunities of this past year have underscored the depth of skills and expertise on Freeport’s board. Our directors each contribute to our overall effectiveness in providing oversight and support to management. You are represented by a dedicated, capable and purposeful board of directors, who together with engaged leadership and the talent and resolve of the entire Freeport organization, will continue to work to create value for the benefit of our stakeholders.

With demand for copper expected to grow, and a clear strategy with “Copper at Our Core,” we are excited about the future of Freeport.

Thank you for your continued trust, support and investment in Freeport.

Sincerely,

Dustan E. McCoy

Lead Independent Director

April 23, 2026

2026 Proxy Statement1

Notice of 2026 Annual Meeting of Stockholders

DATETIMELOCATIONRECORD DATE
Wednesday, June 10, 202610:00 a.m. Eastern TimeVirtual at www.virtualshareholder meeting.com/FCX2026April 13, 2026
Purpose of Meeting · BoardRecommendation · PageReference
1Elect eleven directorsFOReach director nominee12
2Approve, on an advisory basis, the compensation of our named executive officersFOR35
3Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026FOR69

Stockholders will also transact such other business as may properly come before the 2026 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 13, 2026, 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.virtualshareholdermeeting.com/FCX2026. 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 72.

By Order of the Board of Directors.

MONIQUE A. CENAC

Assistant General Counsel and Corporate Secretary

First distributed to stockholders on or about April 23, 2026

How to Vote*

INTERNETPHONEMAIL
Go to www.proxyvote.comCall toll-free 1-800-690-6903 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 10, 2026

This proxy statement and our 2025 annual report to stockholders (2025 annual report) are available atwww.proxyvote.com.

2Freeport
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.